TIDMTNG
RNS Number : 1567R
Writtle Holdings Limited
04 March 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.
4 March 2016
WRITTLE HOLDINGS LIMITED ("WRITTLE")
UPDATE ON OFFER FOR TANGENT COMMUNICATIONS PLC ("TANGENT")
Writtle announces that, following the mandatory increased cash
offer by Tangent Holdings UK Limited ("Bidco") for Tangent ,
announced earlier today, it does not intend to revise its cash
offer of 3 pence for each Tangent Share which was announced on 29
February 2016.
Robert Essex, Chairman of Writtle said:
"Writtle congratulates Bidco on its increased offer and leaves
the contest. Writtle wishes Tangent and its employees every success
in the future."
On 29 February 2016 the directors of Writtle and the independent
directors of Tangent announced the terms of a recommended cash
offer (the "Offer"), to be made by Writtle, for the whole of the
issued and to be issued share capital of Tangent (excluding
treasury shares).
As previously announced, the Offer will remain open for
acceptances until 1.00 p.m. (London time) on 22 March 2016. If the
Acceptance Condition is not satisfied by 1.00 p.m. (London time) on
22 March 2016, the Offer will lapse.
If the Offer lapses, Writtle will be subject to Rule 35.1 of the
Takeover Code, save that it reserves the right, with the consent of
the Takeover Panel, to approach Tangent with respect to a possible
offer in the event that Bidco's offer for Tangent is withdrawn,
lapses or does not otherwise complete.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document.
Enquiries:
Writtle Holdings Limited +44 (0)20 7842 6950
Robert Essex/Graeme Harris
BDO LLP (Financial Adviser to Writtle) +44 (0)20 7486 5888
John Stephan
Susan Jarram
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting for Writtle as
financial adviser in relation to the Offer, and is not acting for
or advising any other person and accordingly will not be
responsible to any other person other than Writtle for providing
the protections afforded to the clients of BDO LLP or for providing
advice in relation to the contents of this Announcement or any
offer or arrangement referred to herein or in the Offer Document.
Neither BDO LLP nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BDO LLP in connection with this
Announcement, any statement contained herein, the Offer or
otherwise.
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.
Publication on websites
In accordance with Rule 26.1 of the Takeover Code, a copy of
this Announcement will be available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions), free of charge, for inspection on Writtle's website
at www.writtle.com and Tangent's website at www.tangentplc.com by
no later than 12 noon on the Business Day following the date of
this Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPAKQDKABKDPNK
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