Writtle Holdings Limited Statement re Possible Offer (9773O)
February 12 2016 - 9:34AM
UK Regulatory
TIDMTNG
RNS Number : 9773O
Writtle Holdings Limited
12 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF ANY RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
This is an announcement falling under Rule 2.4 of the City Code
on Takeovers and Mergers (the "Code"). It does not represent a firm
intention to make an offer under Rule 2.7 of the Code. Accordingly,
there can be no certainty that any offer will ultimately be
made.
12 February 2016
Writtle Holdings Limited ("Writtle" or "the Company")
Possible offer for Tangent Communications PLC ("Tangent")
Following the announcement of a recommended cash offer by
Tangent Holdings UK Limited for Tangent on 10 February 2016,
Writtle confirms that it is evaluating a possible cash offer of no
less than 2.75 pence per Tangent share for the entire issued and to
be issued share capital of Tangent (excluding treasury shares). Any
offer would be made by Writtle or an affiliated entity within the
Writtle group. Writtle currently intends to work towards a
recommended transaction and to enter into a constructive dialogue
with Tangent and its major shareholders and is announcing this
proposal as a means to encourage and further this process.
The making of any announcement of a firm intention to make an
offer for Tangent is preconditional upon gaining access to carry
out satisfactory due diligence.
This is an announcement under Rule 2.4 of the City Code on
Takeovers and Mergers (the "Code") and it does not represent a firm
intention to make an offer under Rule 2.7 of the Code. There can be
no certainty that any offer will ultimately be made for Tangent
even if the pre-condition noted above is satisfied or waived and a
further announcement will be made when appropriate.
For further information, please contact:
BDO LLP (Financial Adviser to Writtle Holdings Limited) T: 0207
486 5888
John Stephan
Susan Jarram
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Writtle Holdings Limited, as financial adviser in relation to the
possible offer, and is not acting for or advising any other person
and accordingly will not be responsible to any person other than
Writtle Holdings Limited for providing the protections afforded to
the clients of BDO LLP or for providing advice in relation to the
possible offer.
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.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published on Writtle Holdings Limited's
website at www.writtle.com. The content of this website is not
incorporated in, and does not form part of, this announcement.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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