TIDMTNG
RNS Number : 5864O
Tangent Holdings UK Limited
10 February 2016
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 GBP6.69 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.
Enquiries:
--------------------------------- ------------
Tangent Communications PLC +44(0) 1670
Kevin Cameron 713330
--------------------------------- ------------
Stockdale Securities Limited
(Rule 3 Adviser to Tangent) +44(0) 20
Tom Griffiths / Edward Thomas 7601 6100
--------------------------------- ------------
Bidco +44(0) 20
Jamie Beaumont / Tim Green 7462 6101
--------------------------------- ------------
WH Ireland Limited (Financial
Adviser to Bidco) +44(0) 20
Adrian Hadden / James Bavister 7220 1666
--------------------------------- ------------
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 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) 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:
For each Tangent Share 2.25p in cash
(MORE TO FOLLOW) Dow Jones Newswires
February 10, 2016 02:00 ET (07:00 GMT)
The Offer values the whole of the issued and to be issued share
capital of Tangent at approximately GBP6.69 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 GBP26.25 million (2014: GBP26.50m) and
underlying operating profit of GBP1.18m (2014: GBP2.50m). In the 6
months ended 31 August 2015, Tangent reported unaudited revenue of
GBP13.37m (2014: GBP13.26m) and underlying operating profit of
GBP0.33m (2014: GBP0.96m).
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
(MORE TO FOLLOW) Dow Jones Newswires
February 10, 2016 02:00 ET (07:00 GMT)
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 GBP7,000,000 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.
(MORE TO FOLLOW) Dow Jones Newswires
February 10, 2016 02:00 ET (07:00 GMT)
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.
Enquiries:
--------------------------------- ------------
Tangent Communications PLC +44(0) 1670
Kevin Cameron 713330
--------------------------------- ------------
Stockdale Securities Limited
(Rule 3 Adviser to Tangent) +44(0) 20
Tom Griffiths / Edward Thomas 7601 6100
--------------------------------- ------------
Bidco +44(0) 20
Jamie Beaumont / Tim Green 7462 6101
--------------------------------- ------------
WH Ireland Limited (Financial
Adviser to Bidco) +44(0) 20
Adrian Hadden / James Bavister 7220 1666
--------------------------------- ------------
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 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) 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
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(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:
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(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:
Owner or Nature of Number of
controller interest relevant
of interest or right Tangent Shares
Michael Beneficial
Green interest 83,158,190
Timothy Beneficial
Green interest 5,272,781
Nicholas Beneficial
Green interest 3,730,770
Beneficial
Jamie Beaumont interest 250,000
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:
Name Share Date Exercise Exercise Number
of holder Scheme of grant price period of relevant
(pence) Tangent
Shares
Timothy Until
Green EMI Scheme 27/09/2005 1p 31/08/18 850,978
Unapproved Until
Scheme 27/09/2005 1p 31/08/18 649,022
Unapproved Until
Scheme 27/09/2005 5p 31/08/18 2,500,000
Unapproved Until
Scheme 31/03/2009 1p 31/08/18 1,728,163
Unapproved Until
Scheme 08/11/2010 1p 31/08/18 1,018,491
Unapproved Until
Scheme 23/06/2011 1p 31/08/18 1,350,000
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Nicholas Until
Green EMI Scheme 27/09/2005 1p 31/08/18 850,978
Unapproved Until
Scheme 27/09/2005 1p 31/08/18 1,649,022
Unapproved Until
Scheme 27/09/2005 5p 31/08/18 2,500,000
Unapproved Until
Scheme 31/03/2009 1p 31/08/18 1,728,163
Unapproved Until
Scheme 08/11/2010 1p 31/08/18 1,018,491
Unapproved Until
Scheme 23/06/2011 1p 31/08/18 1,350,000
Appendix 4
Irrevocable Commitments
The irrevocable commitments which Bidco has procured have been
given in respect of the following Tangent Shares:
Directors of Tangent
Name of Number of Percentage Number of
relevant of existing relevant
Tangent issued Tangent Tangent
Shares Shares securities
under option
(with an
exercise
price at
or below
the Offer
Price)
Michael Green 83,158,190 29.95% Nil
Timothy Green 5,272,781 1.90% 5,596,654
Nicholas Green 3,730,770 1.34% 6,596,654
Kevin Cameron 1,274,230 0.46% 1,032,234
Nigel Kissack 337,744 0.12% Nil
Jamie Beaumont 250,000 0.09% Nil
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
Name Number of relevant Percentage
Tangent Shares of existing
issued Tangent
Shares
Livingbridge
EP LLP 31,383,077 11.30%
Oryx International
Growth Fund 15,000,000 5.40%
Hargreave Hale 13,700,000 4.93%
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.
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