7 Mar 2016 07:00
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 THAT JURISDICTION
7 March 2016
For immediate release
Tangent Communications plc
Recommendation of the Mandatory Increased Cash Offer from Tangent Holdings UK Limited
and
Withdrawal of the recommendation of the offer from Writtle Holdings Limited
Following the announcement on 4 March 2016 of a mandatory increased cash offer at 4.0 pence per share for Tangent Communications plc ("Tangent") by Tangent Holdings UK Limited ("Bidco") for the entire issued and to be issued share capital of Tangent (the "Increased Bidco Offer"), the independent directors of Tangent ("Independent Directors") announce that they intend unanimously to recommend the Increased Bidco Offer and that they have withdrawn their recommendation of the offer from Writtle Holdings Limited (the "Writtle Offer").
Background
It was announced on 10 February 2016 that the board of Bidco and the Independent Directors had reached agreement on the terms of a recommended cash offer (the "Original Offer") at 2.25 pence per Tangent Share ("Original Offer Price"), to be made by certain members of the management team of Tangent (acting through Bidco), for the whole of the issued and to be issued share capital of Tangent. On 12 February 2016 Bidco published an offer document setting out the full terms and conditions of the Original Offer .
On 29 February 2016 Writtle Holdings Limited ("Writtle") announced a firm intention to make a recommended cash offer for the whole of the issued and to be issued share capital of Tangent ("Writtle Offer") at a price of 3.0 pence per Tangent Share ("Writtle Offer Price"). On 1 March 2016 Writtle published its offer document setting out the full terms and conditions of the Writtle Offer. On 4 March 2016 Writtle announced that it did not intend to revise its offer.
The Increased Bidco Offer values the whole of the issued and to be issued share capital of Tangent at approximately £11.91 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 4.0 pence per Tangent share ("Increased Offer Price").
The Increased Offer Price represents:
· a premium of approximately 190.91% 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 the Rule 2.7 Announcement);
· a premium of approximately 177.17% 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 the Rule 2.7 Announcement); and
· a premium of approximately 141.37% 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 the Rule 2.7 Announcement).
The Increased Offer Price of 4.0 pence per share in cash values Tangent at a premium of 33.33 per cent. to the Writtle Offer Price. In evaluating the Increased Bidco Offer, the Independent Directors have considered various aspects of the Increased Bidco Offer and consider the Increased Bidco Offer to provide the most value for Tangent shareholders.
Recommendation
The Independent Directors, who have been so advised by Stockdale Securities Limited ("Stockdale"), consider the terms of the Increased Bidco Offer to be fair and reasonable and unanimously intend to recommend that Tangent Shareholders accept the Increased Bidco Offer. In providing its advice to the Independent Directors, Stockdale has taken into account the Independent Directors' commercial assessments.
Further announcements will be made as and when appropriate.
Defined terms used in this announcement have the same meaning as in the announcement released on 4 March 2016 of the Increased Bidco Offer.
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 |
Disclaimer
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.
Disclosure requirements of the Takeover Code
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(s), 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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.