TNG.L Regulatory News (TNG)

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

10 February 2016

RECOMMENDED CASH OFFER

by

TANGENT HOLDINGS UK LIMITED

for

TANGENT COMMUNICATIONS PLC

Summary

The board of Tangent Holdings UK Limited ("Bidco") and the independent directors of Tangent Communications PLC ("Tangent") are pleased to announce the terms of a recommended cash offer (the "Offer"), to be made by certain members of the management team of Tangent, for the whole of the issued and to be issued share capital of Tangent. The Offer is being effected through Bidco. The directors of Bidco are Jamie Beaumont, Nicholas Green and Tim Green, who are three of the current executive directors of Tangent.

Under the terms of the Offer, Tangent Shareholders will be entitled to receive 2.25 pence in cash for each Tangent Share held (the "Offer Price").

The Offer values the whole of the 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 Offer Price represents a premium of approximately:

· 63.64% to the Closing Price of 1.38 pence per Tangent Share on 9 February 2016 (being the last Business Day immediately preceding the date of this announcement);

· 55.91% to the average Closing Price of 1.44 pence per Tangent Share over the one month period to 9 February 2016 (being the last Business Day immediately preceding the date of this announcement); and

· 35.77% to the average Closing Price of 1.66 pence per Tangent Share over the three month period to 9 February 2016 (being the last Business Day immediately preceding the date of this announcement).

The directors of Tangent who are independent from Bidco, being Kevin Cameron and Nigel Kissack (the "Independent Directors"), who have been so advised by Stockdale Securities Limited ("Stockdale"), consider the terms of the Offer to be fair and reasonable and intend to unanimously recommend that Tangent Shareholders accept the Offer. In providing advice to the Independent Directors, Stockdale has taken into account the Independent Directors' commercial assessments.

Bidco has received irrevocable commitments from each of the directors and certain shareholders of Tangent to accept (or procure the acceptance of) the Offer in respect of, in total, 154,106,792 Tangent Shares, representing approximately 55.51% of Tangent's issued share capital.

This summary should be read in conjunction with the full text of this announcement (including its Appendices). The Offer will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions set out in the Offer Document.

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.

Stockdale Securities Limited has given and not withdrawn its written consent to the issue of this announcement with the references to its name in the form and context in which they are included.

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.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Takeover Code, Tangent announces that as at the date of this announcement it has 277,637,928 ordinary shares of one penny each in issue and admitted to trading on AIM. In accordance with Rule 2.10 of the Takeover Code, this number of ordinary shares does not include the 3,791,923 ordinary shares which Tangent holds in treasury. The International Securities Identification Number for the Tangent Shares is GB0005405849.

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

10 February 2016

RECOMMENDED CASH OFFER

by

TANGENT HOLDINGS UK LIMITED

for

TANGENT COMMUNICATIONS PLC

1. Introduction

The board of Tangent Holdings UK Limited ("Bidco") and the independent directors of Tangent Communications PLC ("Tangent") are pleased to announce the terms of a recommended cash offer (the "Offer"), to be made by certain members of the management team of Tangent, for the whole of the issued and to be issued share capital of Tangent.

The Offer is being effected through Bidco. The directors of Bidco are Jamie Beaumont, Nicholas Green and Tim Green, who are three of the current executive directors of Tangent. Bidco is a wholly-owned subsidiary of, and is being exclusively funded for the purposes of the Offer by, Portland Asset Management (UK) Limited ("Portland") which is wholly owned by Michael Green, the non-executive Chairman of Tangent.

2. The Offer

The Offer, which will be subject to the conditions and principal further terms referred to in Appendix 1 to this announcement, will be made, on the following basis:

The Offer values the whole of the 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 Offer represents an opportunity for all Tangent Shareholders to realise their investment at a substantial premium to current market value.

The Offer Price represents a premium of approximately:

· 63.64% to the Closing Price of 1.38 pence per Tangent Share on 9 February 2016 (being the last Business Day immediately preceding the date of this announcement);

· 55.91% to the average Closing Price of 1.44 pence per Tangent Share over the one month period to 9 February 2016 (being the last Business Day immediately preceding the date of this announcement); and

· 35.77% to the average Closing Price of 1.66 pence per Tangent Share over the three month period to 9 February 2016 (being the last Business Day immediately preceding the date of this announcement).

The Offer will extend, subject to the conditions and principal further terms referred to in Appendix 1 to this announcement, to any Tangent Shares held in treasury and to any Tangent Shares unconditionally allotted or issued on the date the Offer is made and to any further Tangent Shares unconditionally allotted or issued while the Offer remains open for acceptance (or such earlier date as Bidco may, subject to the Takeover Code, decide), including any Tangent Shares unconditionally allotted or issued on the exercise of options and/or the settlement of awards under the Tangent Share Schemes. 

3. Recommendation

The directors of Tangent who are independent of Bidco, being Kevin Cameron and Nigel Kissack (the "Independent Directors"), who have been so advised by Stockdale Securities Limited ("Stockdale"), consider the terms of the Offer to be fair and reasonable and intend to unanimously recommend that Tangent Shareholders accept the Offer. In providing advice to the Independent Directors, Stockdale has taken into account the Independent Directors' commercial assessments.

4. Background to and reasons for the Offer

Bidco believes that the Offer represents an opportunity for all Tangent Shareholders to realise their investment at a substantial premium to current market value.

Tangent's recent trading performance has been characterised by volatility, which has been reflected in its share price. During this time, Tangent has faced a number of challenges that have held back performance, with revenue growth in some areas being offset by decline in others and underlying profitability declining.

Bidco believes that Tangent's AGM statement released on 23 June 2015 and subsequent downward revision to management's previous expectations substantiates this view. Bidco and its management believe that any turnaround in performance may take some time to become apparent.

Furthermore, at current levels of profitability, the costs to Tangent of remaining a publicly quoted company have become disproportionately large in the context of the overall business.

Due to the size of Tangent, the nature of its business, the volatility of its share price influenced by the illiquid nature of the shares and its trading performance, Bidco and its management believe that Tangent's ongoing development is more suited to private ownership than a public market quotation with the emphasis on achieving short term forecasts.

Bidco believes that private ownership will enable Tangent to focus on a long-term strategic plan, invest its capital in the most attractive growth opportunities to fulfil its potential and allow its management to focus on its core businesses. Bidco does not intend to change the strategy of the business and, accordingly, does not consider there to be any likely repercussions on employment or the locations of Tangent's places of business.

Bidco believes the Offer fairly reflects the strength of Tangent's market position and reputation but also takes into account recent trading performance. In addition, it mitigates Tangent Shareholders' exposure to the inherent risk in relation to Tangent's size that further unanticipated events of a relatively small scale could materially erode Tangent's profitability.

Bidco believes the Offer provides the certainty of a realisable value to all Tangent Shareholders and allows them to realise their investment in illiquid Tangent Shares at a substantial premium to current market value for cash with no transaction commissions or fees.

Bidco believes that, in the absence of a source of liquidity such as the Offer, many Tangent Shareholders are unlikely to be able to realise their shareholdings in Tangent without accepting a discount to the prevailing share price.

5. Background to and reasons for recommendation of the Offer

Since 2014 Tangent has faced challenging trading conditions. Driven by an increasingly competitive marketplace, Tangent has experienced narrowing margins and falling profitability. In light of such challenges, the Tangent board implemented strategic and operational cost saving measures including restructuring of the Newcastle printing facility, downsizing of Tangent Snowball and the integration of Goodprint into printed.com.

Tangent's interim results for the six months ended 31 August 2015, released on 24 November 2015, illustrate the continuing challenges which it faces. The Independent Directors believe that any significant turnaround in trading performance will not be forthcoming in the short term. Recent lower levels of profitability mean that the costs to Tangent of remaining a public quoted company have become disproportionately large in the context of the overall business and the size of the business has negatively impacted the liquidity of trading in Tangent Shares on AIM.

When considering the Offer, the Independent Directors have taken into account the substantial premium of the Offer Price to Tangent's current share price. The Offer Price of 2.25p in cash per Tangent Share represents a premium of approximately:

· 63.64% to the Closing Price of 1.38 pence per Tangent Share on 9 February 2016 (being the last Business Day immediately preceding the date of this announcement);

· 55.91% to the average Closing Price of 1.44 pence per Tangent Share over the one month period to 9 February 2016 (being the last Business Day immediately preceding the date of this announcement); and

· 35.77% to the average Closing Price of 1.66 pence per Tangent Share over the three month period to 9 February 2016 (being the last Business Day immediately preceding the date of this announcement).

The Offer provides the certainty of a realisable value to all Tangent Shareholders and allows them to realise their investment in illiquid Tangent Shares for cash with no transaction costs.

6. Current trading

Current trading for Tangent remains in line with the statements made in Tangent's interim results announcement for the six month period ended 31 August 2015.

7. Information on Tangent

Tangent combines printing and digital marketing businesses. Tangent operates from offices in London, Newcastle and Cheltenham, with digital printing facilities in Newcastle and London.

Tangent's print business generates print revenues online through its printed.com website, selling a broad range of products including business cards, brochures, leaflets and flyers, posters and wedding stationery. The majority of these products are produced in-house at Tangent's Newcastle facility. It also provides print services to the estate and letting agency sector through its Ravensworth brand; and operates a high-end creative printing business called TOD (Tangent On Demand) in London.

Tangent's digital marketing business is Tangent Snowball. Tangent Snowball is appointed by its clients to build websites and manage customer communications (email, social and customer service). Tangent Snowball's clients are both large enterprise and SMEs. 

In the year ended 28 February 2015, Tangent reported audited revenue of approximately £26.25 million (2014: £26.50m) and underlying operating profit of £1.18m (2014: £2.50m). In the 6 months ended 31 August 2015, Tangent reported unaudited revenue of £13.37m (2014: £13.26m) and underlying operating profit of £0.33m (2014: £0.96m).

8. Information on Bidco and Portland

Bidco is a newly incorporated limited liability company wholly-owned by Portland. Jamie Beaumont, Nicholas Green and Timothy Green, each of whom is an executive director of Tangent, are the directors of Bidco. Portland is wholly-owned by Michael Green, the non-executive Chairman of Tangent.

9. Management and employees

Bidco attaches great importance to the skills and experience of the existing management and employees of Tangent. The existing employment rights, including pension rights, of the employees and management of the Tangent Group will be fully safeguarded and Bidco has no current intention to make any changes to the staffing levels of the business or any material changes in the conditions of employment of the employees of the Tangent Group as a result of the Offer.

Bidco has no current intention to make any change to Tangent's principal place of business or to redeploy any of its fixed assets.

Kevin Cameron (executive Director) and Nigel Kissack (Non-executive Director) intend to resign as directors of Tangent on the Offer becoming unconditional in all respects. Kevin Cameron will continue in his current role within Tangent's executive management.

10. Management Incentivisation

The commercial terms of the service agreements between Tangent and each of Jamie Beaumont, Nicholas Green and Timothy Green will continue to apply following the Offer becoming or being declared wholly unconditional. Neither Bidco nor Portland has held any discussions regarding incentive arrangements with the Tangent directors, nor will any such discussions take place prior to the Offer becoming, or being declared, wholly unconditional, but each of Bidco and Portland reserves the right to put in place appropriate bonus or other performance-based incentive arrangements in future.

11. Financing of the Offer

The Offer will be financed entirely from the existing cash resources made available to Bidco from Portland. Tangent Industries Limited has made available a facility of up to £7,000,000 to Portland to finance the Offer. The loan is repayable over a 5 year term and carries an interest rate of 5% over the base rate of the Bank of England from time to time. The loan is unsecured and does not contain covenants in favour of the lender. Portland has advanced funds to Bidco on the same basis as the loan to it from Tangent Industries Limited.

WH Ireland Limited ("WH Ireland"), which is acting as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy, in full, the cash consideration payable to Tangent Shareholders under the Offer.

12. Tangent Share Schemes

The Offer will extend, subject to the conditions and principal further terms to be contained in the Offer Document, to any Tangent Shares unconditionally allotted or issued on the exercise of options and settlement of awards under the Tangent Share Schemes.

Holders of Tangent Share Options under the Tangent Share Option Schemes will be invited to exercise their options and to accept the Offer in respect of the resulting Tangent Shares on a 'cashless' basis, so that any exercise price, income tax and employee National Insurance contributions due will be deducted from the Offer proceeds payable to them and remitted to Tangent and HMRC as appropriate.

Participants in the Tangent Share Incentive Plan will be invited to instruct the SIP Trustee to accept the Offer on their behalf in relation to all of the partnership, matching and/or dividend shares that they hold on participants' behalf.

Those Tangent employees who are entitled to be granted options under the Tangent Share Option Schemes (but have not yet received them) will be invited to surrender their entitlements in consideration of a cash payment equal to the difference per share between the exercise price of the options to which they are entitled and the Offer Price.

As noted above, participants in the Tangent Share Option Schemes and the Tangent Share Incentive Plan will be contacted separately to explain these proposals.

13. Disclosure of Interests

At the close of business on the Disclosure Date:

· Bidco and persons acting in concert with Bidco (including, without limitation, the directors of Bidco together with their close relatives and related trusts and other Interested Persons) were interested, in aggregate, in 92,411,741 Tangent Shares, representing approximately 33.28% of Tangent's issued share capital. Certain directors of Bidco have a right to subscribe for, in aggregate, 17,193,308 Tangent Shares. Further details of those interests are set out in Appendix 3 to this announcement;

· There are no persons with whom Bidco or any person acting in concert with Bidco had any arrangement (including any indemnity or option arrangement), agreement or understanding, formal or informal, of whatever nature relating to relevant Tangent securities which may be an inducement to deal or refrain from dealing; and

· Neither Bidco nor any person acting in concert with Bidco had any short position in any Tangent Shares (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, in Tangent Shares, nor any arrangement in relation to any Tangent Shares, nor had Bidco or any person acting in concert with Bidco borrowed or lent any relevant Tangent securities.

14. Irrevocable commitments and offer related arrangements

Bidco has received irrevocable commitments from each of the directors and certain shareholders of Tangent to accept (or procure the acceptance of) the Offer in respect of, in total, 154,106,792 Tangent Shares, representing approximately 55.51% of Tangent's issued share capital.

Irrevocable Commitments

Bidco has procured irrevocable commitments from each of the directors of Tangent to accept (or procure the acceptance of) the Offer in respect of their Tangent Shares, which, in aggregate, relate to 94,023,715 Tangent Shares, representing approximately 33.87% of Tangent's issued share capital.

Bidco has procured irrevocable commitments from certain other shareholders of Tangent to accept (or procure the acceptance of) the Offer in respect of their Tangent Shares, which, in aggregate, relate to 60,083,077 Tangent Shares, representing approximately 21.64% of Tangent's issued share capital.

The irrevocable commitments to accept the Offer given by the directors of Tangent extend to any Tangent Shares arising from the exercise of options held under the Tangent Share Option Schemes. The irrevocable commitments to accept the Offer given by the directors will extend to any Tangent Shares which are acquired by the relevant Tangent director at any time.

All the irrevocable commitments given by the directors of Tangent continue to be binding in the event of a higher competing offer being made for Tangent and will cease to be binding only if the Offer lapses or is withdrawn.

Further details of the irrevocable commitments received are set out in Appendix 4 to this announcement.

Confidentiality agreement

Portland and Tangent entered into a confidentiality agreement dated 25 January 2016 (the "Confidentiality Agreement") pursuant to which Portland has undertaken to: (i) keep confidential information relating to the Tangent Group and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation and; (ii) comply with customary non-contact provisions other than in connection with ordinary course matters unconnected with the Offer.

Memorandum relating to Tangent Share Schemes

A memorandum has been adopted by Bidco and Tangent in relation to the intended treatment of options or awards under the Tangent Share Schemes and Tangent Share Option Schemes, the content of which is summarised in paragraph 12 of this announcement.

15. Cancellation of admission to trading on AIM, compulsory acquisition of Tangent Shares and re-registration as private limited company

As soon as it is appropriate to do so, and subject to the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the London Stock Exchange and the AIM Rules, Bidco intends to procure that Tangent applies to the London Stock Exchange for the admission to trading on AIM of the Tangent Shares to be cancelled. It is anticipated that such cancellation will take effect no earlier than twenty Business Days after Bidco has, by virtue of acceptances of the Offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of Tangent. Cancellation of admission to trading on AIM will significantly reduce the liquidity and marketability of any Tangent Shares in respect of which valid acceptances of the Offer are not submitted.

If sufficient valid acceptances are received, Bidco intends to apply the provisions of sections 979-991 (inclusive) of the Companies Act 2006 to acquire compulsorily, on the same terms as the Offer, any outstanding Tangent Shares to which the Offer relates.

It is also proposed that Tangent will be re-registered as a private limited company in due course.

16. General

The Offer Document setting out details of the Offer will be despatched to Tangent Shareholders by Bidco as soon as practicable and by no later than 28 days after the date of this announcement.

It is intended that the Offer will be implemented by means of a takeover offer under Part 28 of the Companies Act 2006. However, Bidco reserves the right, subject to the consent of the Panel, to effect the Offer by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

Certain capitalised terms used throughout this announcement are defined in Appendix 5 to this announcement.

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.

Stockdale Securities Limited has given and not withdrawn its written consent to the issue of this announcement with the references to its name in the form and context in which they are included.

Please note that addresses, electronic addresses and certain other information provided by Tangent shareholders, persons with information rights and other relevant persons for the receipt of communications from Bidco may be provided to an offeror as required under Section 4 of Appendix 4 to the Takeover Code.

Any person who has received this announcement in electronic form or by means of a website publication may request a copy of this announcement in hard copy form and may request that all future documents, announcements and information sent to him in relation to the offer be in hard copy form. Unless so requested, a hard copy of this announcement will not be sent to you. This announcement and all future documents, announcements and information can be requested in hard copy form (free of charge), by submitting a request in writing to the Company Secretary, Tangent Communications PLC, Threeways House, 40-44 Clipstone Street, London W1W 5DW or by calling the company secretary Jamie Beaumont on +44(0)20 7462 6101.

17. Further information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Tangent Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

18. Overseas territories

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and the availability of the acquisition by Bidco of Tangent to Tangent Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. 

This announcement has been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdiction outside of England and Wales. This announcement should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

Further information in relation to Overseas Shareholders will be set out in the Offer Document.

19. Documents published on a website

The following documents will be made available on Tangent's website (www.tangentplc.com) and also on Bidco's website (http://www.paminvestments.com) by no later than 12.00 noon on the Business Day following the date of this announcement until the end of the Offer Period:

· a copy of this announcement;

· the irrevocable commitments procured by Bidco in relation to the Offer;

· the financing documents referred to in paragraph 11;

· the memorandum in respect of the Tangent Share Option Schemes referred to in paragraph 12;

· Stockdale's consent letter referred to in paragraph 16; and

· the Confidentiality Agreement.

The contents of Tangent's website and Bidco's website are not incorporated into and do not form part of this announcement.

Forward-looking statements

This document may contain "forward-looking statements" concerning the Tangent Group and the Bidco Group. Generally, the words "anticipate", "believe", "estimate", "expect", "forecast", "intend", "may", "plan", "project", "should" and similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks and uncertainties that could cause the actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as changes in general economic and business conditions, changes in currency exchange rates and interest rates, lack of acceptance of new exchange rates and interest rates, introduction of competing products or services, lack of acceptance of new products or services, changes in business strategy and the behaviour of other market participants and therefore undue reliance should not be placed on such statements. Neither Tangent nor Bidco intends or assumes any obligation to update these forward-looking statements other than as required by law.

Dealing 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.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Takeover Code, Tangent announces that as at the date of this announcement it has 277,637,928 ordinary shares of one penny each in issue and admitted to trading on AIM. In accordance with Rule 2.10 of the Takeover Code, this number of ordinary shares does not include the 3,791,923 ordinary shares which Tangent holds in treasury. The International Securities Identification Number for the Tangent Shares is GB0005405849.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Appendix 1

Conditions and certain further terms of the Offer

Conditions of the Offer

Except where the context otherwise requires, references in this Appendix to:

(a) the "Offer" include any revision or extension of it; and

(b) the Offer "becoming unconditional" include references to the Offer being declared unconditional, and are to be construed as references to the Offer becoming unconditional as to acceptances whether or not any other condition of the Offer remains to be fulfilled.

1 The Offer will be subject to the following conditions.

1.1 Valid acceptances being received (and not, where permitted, withdrawn) by 3.00 pm on the first closing date of the Offer (or such later time(s) and/or date(s) as Bidco may (subject to the Takeover Code) decide) in respect of not less than 90% (or such lesser percentage as Bidco may decide) in nominal value of the Tangent Shares to which the Offer relates and not less than 90% (or such lesser percentage as Bidco may decide) of the voting rights carried by the Tangent Shares to which the Offer relates, provided that this condition will not be satisfied unless Bidco and/or its subsidiaries shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Tangent Shares carrying in aggregate more than 50% of the voting rights then normally exercisable at general meetings of Tangent (including for this purpose to the extent, if any, required by the Panel any votes attributable to Tangent Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise).

For the purpose of this condition:

(a) the expression "Tangent Shares to which the Offer relates" shall be construed in accordance with sections 974-991 of the Companies Act 2006; and

(b) Tangent Shares which have been unconditionally allotted but not issued shall be deemed to carry the votes which they will carry upon issue.

1.2 No government or governmental, quasi-governmental, supranational, statutory or regulatory body, court, trade agency, professional association or any other person or body in any jurisdiction ("Authorities") having instituted or threatened any action, proceedings, suit, enquiry or investigation or made, proposed or enacted after the date of this announcement any statute, regulation or order that would or might reasonably be expected to (in any case which is material in the context of the Offer):

(a) make the Offer or the acquisition or proposed acquisition of any Tangent Shares illegal or otherwise restrain, prohibit, restrict or interfere in or delay implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge the proposed acquisition of Tangent or any Tangent Shares by Bidco;

(b) require or prevent the divestiture by Bidco or any of its subsidiaries (the "Bidco Group") or any of its associated companies (together the "wider Bidco Group") or by Tangent or any of its subsidiaries (the "Tangent Group") or any associated person (together the "wider Tangent Group") of all or any part of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or property;

(c) impose any limitation on the ability of a member of the Bidco Group to acquire or hold or effectively to exercise all rights of ownership of Tangent Shares or on the ability of a member of the Tangent Group or of the Bidco Group to hold or effectively to exercise all or any rights of ownership of shares in a member of the wider Tangent Group or to exercise management control over a member of the wider Tangent Group; or

(d) otherwise adversely affect the business, profits or prospects of a member of the wider Tangent Group or of the wider Bidco Group,

and all applicable waiting periods during which any such Authority could institute, implement or threaten any such action, proceedings, suit, enquiry or investigation having expired or been terminated. For this purpose "associated" means a corporation of which not less than 20% of the equity share capital is held, directly or indirectly, by the relevant Group and a partnership or joint venture in which a member of the relevant Group is interested, directly or indirectly.

1.3 There being no provision of any arrangement, agreement, licence or other instrument to which a member of the wider Tangent Group is a party, or by or to which any of those members or any of their assets may be bound or be subject, and in each case which could, in consequence of the proposed acquisition of any of the Tangent Shares by Bidco or otherwise, result in:

(a) monies borrowed by or other indebtedness of any such member being or becoming repayable or capable of being declared repayable prior to their stated maturity or the ability of any such member to incur indebtedness being withdrawn or inhibited;

(b) any arrangement, agreement, licence, or other instrument being terminated or adversely modified or adverse action being taken or an onerous obligation arising under it;

(c) the interests or business of any member of the wider Tangent Group in or with another firm, venture, company, body or asset (or any arrangements relating to that business or interests) being terminated, modified or affected;

(d) any member of the wider Tangent Group ceasing to be able to carry on business under a name under which it presently does so;

(e) the creation of a mortgage, charge, security or other interest over the whole or any part of the business, property or assets of any member of the wider Tangent Group or any such security (whenever arising or having arisen) becoming enforceable; or

(f) the disposal of assets or creation of liabilities by any member of the wider Tangent Group (other than in the ordinary course of business),

in each case which is material in the context of the wider Tangent Group taken as a whole.

1.4 All necessary filings having been made, all appropriate waiting periods under any applicable legislation or regulation of any territory having expired or been terminated, all necessary statutory and regulatory obligations in connection with the Offer in any jurisdiction having been complied with and all authorisations, orders, grants, recognitions, confirmations, clearances, consents, permissions and approvals necessary for or appropriate to the proposed acquisition in any jurisdiction being obtained in terms and in form reasonably satisfactory to Bidco from all appropriate Authorities or persons with whom any member of the wider Tangent Group has entered into contractual arrangements, and those authorisations, orders, grants, recognitions, confirmations, clearances, consents, permissions and approvals remaining in full force and effect and no notice of an intention to revoke or not to renew them having been received.

1.5 Other than as Disclosed, no member of the wider Tangent Group having, since 31 August 2015:

(a) save for: (i) options granted, and for the issue of shares on the exercise of options granted under the Tangent Share Option Schemes, and (ii) awards made, and for the issue of shares to settle awards made, under the Tangent Share Incentive Plan, issued or authorised or proposed the issue of additional shares of any class or securities convertible into, or rights, warrants or options to acquire, any shares or other securities or redeemed, purchased or reduced any part of its share capital;

(b) declared, paid or made or proposed to declare, pay or make a dividend, bonus or other distribution (whether payable in cash or otherwise) in respect of any shares in Tangent;

(c) authorised or proposed or made an announcement of an intention to propose a merger or demerger or acquisition or change in its share or loan capital or, save in the ordinary course of business, a disposal of assets, creation of a mortgage or encumbrance over assets (or any right, title or interest in any assets) or issue of debentures;

(d) otherwise than in the ordinary course of business incurred or increased any indebtedness or contingent liability which is material in the context of the Tangent Group taken as a whole, or entered into a material contract, arrangement, reconstruction or amalgamation;

(e) purchased, redeemed or announced a proposal to purchase or redeem any of its own shares or other securities;

(f) proposed a voluntary winding-up;

(g) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(h) waived or compromised a claim which is material in the context of the relevant member of the Tangent Group;

(i) disposed or transferred, mortgaged or encumbered assets or any right, title or interest in an asset or entered into a contract or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material in the context of the Tangent Group taken as a whole;

(j) entered into or varied the terms of a service or consultancy agreement with or in respect of the services of any of the directors of Tangent in any material respect; or

(k) entered into an agreement or commitment or passed a resolution with respect to a transaction or event referred to in this paragraph 1.6 which is material in the context of the wider Tangent Group taken as a whole.

1.6 Other than as Disclosed, since 31 August 2015:

(a) there having been no receiver or administrative receiver or administrator appointed over part of the assets of any member of the wider Tangent Group or analogous proceedings or steps having taken place under the laws of any relevant jurisdiction and there having been no application made for the administration of, or notice of intention to appoint an administrator filed in relation to, any member of the wider Tangent Group or any equivalent proceedings or steps taken under the laws of any relevant jurisdiction;

(b) there having been no adverse change in the financial or trading position or prospects of a member of the wider Tangent Group;

(c) no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted or threatened or remaining outstanding against or by a member of the wider Tangent Group (whether as plaintiff or defendant or otherwise); and

(d) no contingent liability having arisen which might reasonably be expected to adversely affect a member of the wider Tangent Group,

which is material in each case in the context of the wider Tangent Group taken as a whole.

1.7 Bidco not having discovered:

(a) that the financial or business information concerning the wider Tangent Group as contained in the information publicly disclosed at any time by a member of the wider Tangent Group either contains a material misrepresentation of fact or omits a fact necessary to make the information contained in it not materially misleading or that any contingent liability disclosed in that information would or might reasonably be expected to materially and adversely affect directly or indirectly the business, profits or prospects of the wider Tangent Group taken as a whole; or

(b) that a partnership or company in which a member of the wider Tangent Group has a significant economic interest and which is not a subsidiary of Tangent is subject to a liability, contingent or otherwise, which is material in the context of the wider Tangent Group taken as a whole and has not been Disclosed.

2 Bidco will reserve the right to waive, in whole or in part, all or any of paragraph 1.2 to paragraph ‎1.7 inclusive. Paragraph 1.2 to paragraph ‎1.7 inclusive must be satisfied as at, or waived on or before, the 21st day after the later of the first closing date of the Offer and the date on which paragraph ‎1.1 is fulfilled (or in each such case such later date as the Panel may agree). Bidco shall, however, be under no obligation to waive or treat as fulfilled any of paragraph 1.2 to paragraph ‎1.7 inclusive by a date earlier than the latest date specified above for its satisfaction notwithstanding that the other conditions of the Offer may at such earlier date have been fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

3 If Bidco is required by the Panel to make an offer or offers for Tangent Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the conditions as are necessary to comply with the provisions of that rule or law.

4 The Offer will lapse if, before 3.00 pm on the first closing date or the date when the Offer becomes or is declared unconditional as to acceptances, whichever is the later, the acquisition by Bidco of Tangent is either referred to a Phase 2 Inquiry by the Competition and Markets Authority or results in the European Commission, pursuant to Council Regulation (EC) 139/2004, initiating proceedings under article 6(1)(c) or making a referral to the Financial Conduct Authority under article 9(1). In such circumstances the Offer will cease to become capable of further acceptance and accepting Tangent Shareholders and Bidco shall cease to be bound by acceptances delivered on or before the date on which the Offer so lapses.

Certain further terms of the Offer

5 The Offer will comply with the applicable rules of the Takeover Code, AIM Rules and the London Stock Exchange and will be governed by and construed in accordance with English law. The English courts will have exclusive jurisdiction for determining any matter which may arise under or in connection with any such contract.

6 The Tangent Shares will be acquired free from all liens, charges, equitable interests and encumbrances and third-party rights and together with all rights attaching to them, including, without limitation, the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement. Accordingly insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by Tangent in respect of a Tangent Share on or after the date of this announcement, Bidco reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the price payable under the Offer in respect of an Tangent Share except insofar as the Tangent Share is or will be transferred on a basis which entitles Bidco alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the price payable under the Offer is paid in respect of that Tangent Share, will be obliged to account to Bidco for the amount of such dividend and/or distribution and/or return of capital.

7 Bidco reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (UK). In such event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Offer, subject to appropriate amendments to reflect the change in method of effecting the Offer.

8 Under Rule 13.5 of the Takeover Code, Bidco may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Bidco in the context of the Offer. The determination of whether or not such a condition can be invoked would be determined by the Panel. Condition 1.1 is not subject to this provision of the Takeover Code.

9 Each of the conditions of the Offer contained in this announcement shall be regarded as a separate condition and shall not be limited by reference to any other condition.

Appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

(a) The financial information on Tangent is extracted (without material adjustment) from Tangent's Annual Report and Accounts for the financial year ended 28 February 2015 and the unaudited interim financial statements of Tangent for the six months ended 31 August 2015.

(b) The value attributed to Tangent's entire issued and to be issued share capital as implied by the Offer Price is based on 281,429,851 Tangent Shares in issue (including 3,791,923 Tangent Shares held in treasury) as at close of business on 9 February 2016 (being the last Business Day prior to the date of this announcement) plus a maximum of 16,635,341 Tangent Shares which will be the result of the vesting or exercise of options and/or settlement of awards in respect of or referable to Tangent Shares which have an exercise price of less than the Offer Price of 2.25 pence per Tangent Share.

(c) All percentages of voting rights, share capital and relevant Tangent securities are calculated by reference to the relevant percentage held and in issue outside treasury.

(d) All Closing Prices for Tangent Shares have been derived from the AIM Appendix to the London Stock Exchange Daily Official List.

(e) All references to time in this announcement are to London, UK, time unless otherwise stated.

Appendix 3

Disclosure of Interests

As at close of business on the Disclosure Date, persons acting in concert with Bidco were interested in the following relevant Tangent Shares:

As at close of business on the Disclosure Date, persons acting in concert with Bidco had a right to subscribe for the following relevant Tangent Shares:

Appendix 4

Irrevocable Commitments

The irrevocable commitments which Bidco has procured have been given in respect of the following Tangent Shares:

Directors of Tangent

The undertakings referred to above comprise undertakings to accept the Offer. The undertakings shall cease to be binding if:

(a) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Offer and no new, revised or replacement offer is announced by Bidco in accordance with Rule 2.7 of the Code at the same time; or

(b) the Offer lapses or is withdrawn and no new, revised or replacement offer or scheme has then been announced in its place in accordance with Rule 2.7 of the Code, or is announced by Bidco in accordance with Rule 2.7 of the Code within five business days.

Other Shareholders of Tangent

The undertakings referred to above comprise undertakings to accept the Offer.

In respect of the irrevocable commitment given by Livingbridge EP LLP:

(a) the undertakings contained therein shall cease to be binding if:

(i) the Offer Document is not despatched on or before 11 March 2016; or

(ii) the Offer lapses or is withdrawn; and

(b) if another party makes an offer for all of the issued share capital of Tangent, the undertakings contained in the irrevocable commitment shall cease to be binding and Livingbridge EP LLP shall be entitled to accept such offer, provided that the consideration offered under that offer per Tangent Share is not less than 2.5 pence per Tangent Share.

In respect of the irrevocable commitments given by Oryx International Growth Fund and Hargreave Hale:

(a) the undertakings contained therein shall cease to be binding if:

(i) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Offer and no new, revised or replacement offer is announced by Bidco in accordance with Rule 2.7 of the Code at the same time; or

(ii) the Offer lapses or is withdrawn and no new, revised or replacement offer or scheme has then been announced in its place in accordance with Rule 2.7 of the Code, or is announced by Bidco in accordance with Rule 2.7 of the Code within five business days; and

(b) if another party makes an offer for all of the issued share capital of Tangent, the undertakings in the irrevocable commitments shall cease to be binding and Oryx International Growth Fund and Hargreave Hale shall be entitled to accept such offer, provided that: (i) the consideration offered under that offer per Tangent Share exceeds the Offer Price by more than ten per cent.; (ii) such offer is recommended by the board of Tangent; and (iii) a period of ten days has elapsed between the announcement of such offer without Bidco having revised the terms of the Offer so that the value of the revised offer per Tangent Shares exceeds the value of the offer per Tangent Share from such third party.

For the avoidance of doubt, but without prejudice to the above, none of the undertakings referred to in this Appendix 4 shall lapse if Bidco, with the consent of the Panel, announces publicly that it is implementing the Offer by way of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006.

Appendix 5

Definitions

The following definitions apply throughout this announcement unless the context requires otherwise:

"AIM" means AIM, a market of the London Stock Exchange.

"AIM Rules" means the AIM Rules for Companies as published by the London Stock Exchange.

"arrangement" includes any indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature, relating to relevant Tangent securities or relevant Bidco securities which may be an inducement to deal or refrain from dealing.

"associate" shall be construed in accordance with section 988 of the Companies Act 2006.

"Bidco" means Tangent Holdings UK Limited (company registration number 09976997).

"Bidco Group" means Bidco and its subsidiary undertakings from time to time.

"Business Day" means a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in the City of London.

"Closing Price" means the closing middle market price of a Tangent Share, as derived from the AIM Appendix of the London Stock Exchange Daily Official List.

"Disclosed" means information that has been fairly disclosed:

(a) in any public announcement made by Tangent following 31 August 2015 and before 5pm on the Disclosure Date;

(b) in this announcement; or

(c) in writing by Tangent to Bidco and/or Portland.

"Disclosure Date" means the Business Day immediately preceding the date of this announcement.

"Form of Acceptance" means the form of acceptance and authority relating to the Offer to be sent to Tangent Shareholders with the Offer Document.

"HMRC" means Her Majesty's Revenue and Customs.

"Independent Directors" means Kevin Cameron and Nigel Kissack.

"Interested Persons" means in relation to a director, his Immediate Relations and other persons (including, without limit, bodies corporate) whose interests that director is taken or treated as having by virtue of the application of Part 22 of the Companies Act 2006.

"London Stock Exchange" means London Stock Exchange PLC.

"Offer" means the recommended cash offer to be made by Bidco to acquire all of the issued and to be issued Tangent Shares on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer).

"Offer Document" means the document to be sent to Tangent Shareholders containing the terms and conditions of the Offer.

"Offer Period" means the period from the date of this announcement and ending on the earlier of the date upon which the Offer becomes or is declared unconditional as to acceptances and/or the date upon which the Offer lapses or is withdrawn.

"Offer Price" means 2.25 pence per Tangent Share.

"Overseas Shareholders" means Tangent Shareholders who are citizens, nationals, residents of or otherwise subject to a jurisdiction outside of the United Kingdom of Great Britain and Northern Ireland or their nominees, custodians or trustees.

"Panel" means the Panel on Takeovers and Mergers.

"Portland" means Portland Asset Management (UK) Limited (company registration number 09935159).

"relevant Bidco securities" means any securities in the capital of Bidco which carry voting rights or which are equity share capital, and securities convertible into, rights to subscribe for, options (including traded options) in respect of and derivatives referenced to, any of the foregoing.

"relevant Tangent securities" means Tangent Shares, any other securities in the capital of Tangent which carry voting rights or which are equity share capital, and securities convertible into, rights to subscribe for, options (including traded options) in respect of and derivatives referenced to, any of the foregoing.

"SIP Trustee" means Capita IRG Trustees Limited (a company incorporated in England with registered number 02729260) in its capacity as trustee of the Tangent Share Incentive Plan.

"Stockdale" means Stockdale Securities Limited.

"subsidiary" and "subsidiary undertaking" shall be construed in accordance with the Companies Act 2006.

"Takeover Code" means the City Code on Takeovers and Mergers.

"Tangent" means Tangent Communications PLC.

"Tangent Group" means Tangent and its subsidiary undertakings.

"Tangent Shareholders" means holders of Tangent Shares.

"Tangent Share Incentive Plan" means the Tangent Share Incentive Plan operated by Tangent and administered by the SIP Trustee.

"Tangent Share Options" means options or other rights to acquire Tangent Shares outstanding under the Tangent Share Option Schemes, including phantom awards to be settled in Tangent Shares.

"Tangent Share Option Schemes" means the following share option schemes operated by Tangent: the Tangent unapproved share option scheme and the Tangent Enterprise Management Incentive (EMI) Share Option Plan.

"Tangent Share Schemes" means the Tangent Share Option Schemes and the Tangent Share Incentive Plan.

"Tangent Shares" means the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 1p each in the capital of Tangent and any such further shares which are unconditionally allotted or issued fully paid while the Offer remains open for acceptance or, subject to the provisions of the Takeover Code, by such earlier date as Bidco may determine.

 "treasury share" means any share held as a treasury share as defined in section 724(5) of the Companies Act 2006.