TIDMTNG
RNS Number : 4651R
Tangent Holdings UK Limited
08 March 2016
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 SUCH
JURISDICTION
For immediate release
8 March 2016
RECOMMENDED MANDATORY INCREASED CASH OFFER
for
TANGENT COMMUNICATIONS PLC
by
TANGENT HOLDINGS UK LIMITED
Posting of Revised Offer Document
It was announced on 10 February 2016 that the independent
directors of Tangent Communications PLC (Tangent) and the board of
Tangent Holdings UK Limited (Bidco) had reached agreement on the
terms of a recommended cash offer under which Bidco would offer to
acquire the entire issued and to be issued share capital of Tangent
for 2.25 pence per Tangent Share (the Original Offer). On 4 March
2016 Bidco announced a mandatory increased cash offer of 4.0 pence
per Tangent Share (the Increased Offer). The independent directors
of Tangent announced their recommendation of the Increased Offer on
7 March 2016.
Tangent and Bidco are pleased to announce that the revised offer
document containing the full terms and the condition of the Offer
(the Revised Offer Document), together with the related Form of
Acceptance, is being posted today to Tangent Shareholders. It is
also being posted, for information purposes only, to participants
in the Tangent Share Schemes.
The next closing date of the Increased Offer is 22 March 2016.
Tangent Shareholders who have previously validly accepted the
Original Offer will automatically be deemed to have accepted the
Increased Offer by virtue of their prior acceptances and therefore
need take no further action. For the avoidance of doubt, all
Tangent Shareholders who have accepted the Original Offer will
receive the increased offer price of 4.0 pence per share in respect
of their Tangent Shares following the Increased Offer being
declared unconditional. If the Increased Offer is declared
unconditional, accepting Tangent Shareholders will receive the
offer consideration 14 days thereafter or in relation to
acceptances received after that date, within 14 days of receipt of
the acceptance.
To accept the Offer in respect of Tangent Shares held in
certificated form (that is, not in CREST), you should complete and
return the Form of Acceptance so as to be received by no later than
1.00 p.m. (London time) on 22 March 2016 in accordance with the
procedure set out in the Revised Offer Document.
To accept the Offer in respect of shares held in uncertificated
form (that is, shares held in CREST), you should ensure than an
Electronic Acceptance is made by you or on your behalf and that
settlement occurs no later than 1.00 p.m. (London time) on 22 March
2016 in accordance with the procedure set out in the Revised Offer
Document. If you are a CREST sponsored member, you should refer to
your CREST sponsor as only your CREST sponsor will be able to send
the necessary TTE Instruction to Euroclear.
The Revised Offer Document and the revised Form of Acceptance
will be made available on Tangent's website at www.tangentplc.com
and on Bidco's website at www.paminvestments.com. Further copies of
the Revised Offer Document and the revised Form of Acceptance may
be obtained by contacting the Receiving Agent, Capita Asset
Services, on 0371 6640321. Lines are open between 9.00 a.m. and
5.30 p.m. (London time) Monday to Friday (excluding public holidays
in England and Wales).
Unless otherwise stated, defined terms used in this announcement
have the meanings as given to them in the Revised Offer
Document.
Further information
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
--------------------------------- ------------
Tangent Holdings UK Limited +44(0) 20
Jamie Beaumont / Tim Green 7462 6101
--------------------------------- ------------
WH Ireland Limited (Financial
Adviser to Tangent Holdings UK
Limited) +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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSSWFWAFMSELD
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