TNG.L Regulatory News (TNG)

14 Mar 2008 07:01

TMN Group PLC14 March 2008 TMN Group plc("TMN" or the "Company") Statement re Possible Offer The Board of TMN Group plc (the "Board") notes the announcement made on 11 March2008 by Tangent Communications Plc ("Tangent") and confirms it has subsequentlyreceived a presentation from Tangent regarding its preliminary approach. Since Tangent's approach, the Company has been contacted by several partiesexpressing interest in acquiring the Company. The Board intends to explore allproposals fully as part of its duty to maximise value for TMN shareholders. TheBoard has also granted permission to CEO Mark Smith and CFO Craig Dixon topursue interest with potential private equity buyers. Accordingly, an Independent Committee of the Board of TMN (the "IndependentCommittee") has been formed, led by Chairman Peter Harkness, to evaluatepossible offers for the Company and all other strategic alternatives. The Independent Committee unanimously agrees that the price proposed by Tangentsignificantly undervalues the Company and its prospects. Furthermore, it notesthat less than 40 per cent. of Tangent's indicative offer would be in cash. A further announcement will be made in due course. In the meantime shareholdersare advised to take no action. 14 March 2008 Enquiries:TMN Group plcPeter Harkness, Chairman 07970 850 573 College HillSara Musgrave 020 7457 2049 Sara.musgrave@collegehill.comRozi Morris 020 7457 2056 InvestecErik Anderson 020 7597 5970Andrew PinderBen Poynter Note to Editors: On Monday 10 March 2008, in response to a movement in the company's share price,the Board of TMN announced that the Company had received a preliminary approachthat may or may not lead to an offer being made to acquire the Company. On 11 March Tangent announced that it had approached TMN regarding a potentialoffer which would value each TMN ordinary share at approximately 50 pence (basedon Tangent's share price at that time). Tangent stated that its potential offer would be funded as to approximately 61.7per cent in new ordinary shares in Tangent and the remainder in cash. Tangent's proposal values TMN's issued share capital at £37.7 million and TMNshareholders would account for approximately 53.9 per cent. of the equity ofTangent, as enlarged by the proposed acquisition (based on Tangent currentlyhaving 165,966,835 ordinary shares in issue and TMN currently having 75,382,759ordinary shares in issue). Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of TMN, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement 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 TMN, they will be deemed to bea single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 ofthe Code, all "dealings" in "relevant securities" of TMN by a potential offeroror by TMN, or by any of their respective "associates", must be disclosed by nolater than 12.00 noon (London time) on the London business day following thedate of the relevant transaction. A disclosure table, giving details of thecompanies in whose "relevant securities" "dealings" should be disclosed, and thenumber of such securities in issue, can be found on the Takeover Panel's websiteat www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary,when a person has long economic exposure, whether conditional or absolute, tochanges in the price of securities. In particular, a person will be treated ashaving an "interest" by virtue of the ownership or control of securities, or byvirtue of any option in respect of, or derivative referenced to, securities.Terms in quotation marks are defined in the Code, which can also be found on theTakeover Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the TakeoverPanel. The directors of TMN accept responsibility for the information contained in thisannouncement. To the best of the knowledge and belief of the directors of TMN(who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. Investec Bank (UK) Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for TMN and for no-one else inconnection with the preliminary approach and will not be responsible to anyoneother than TMN for providing the protections afforded to customers of InvestecBank (UK) Limited or for providing advice in relation to the preliminaryapproach or any matters referred to herein. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore persons insuch jurisdictions into which this announcement is released, published ordistributed should inform themselves about, and observe, such restrictions. Anyfailure to comply with the restrictions may constitute a violation of thesecurities laws of any such jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange