TIDMTNG
RNS Number : 6153R
Tangent Holdings UK Limited
10 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
10 March 2016
RECOMMENDED MANDATORY INCREASED CASH OFFER
for
TANGENT COMMUNICATIONS PLC
by
TANGENT HOLDINGS UK LIMITED
INCREASED OFFER UNCONDITIONAL
1 INTRODUCTION
It was announced on 10 February 2016 that the board of Tangent
Holdings UK Limited ("Bidco") and the independent directors of
Tangent Communications PLC ("Tangent") had reached agreement on the
terms of a recommended cash offer (the "Original Offer") at 2.25
pence per Tangent Share (the "Original Offer Price"), to be made by
certain members of the management team of Tangent (acting through
Bidco), for the whole of the issued and to be issued share capital
of Tangent. On 12 February 2016 Bidco published an offer document
setting out the full terms and conditions of the Original Offer
(the "Original Offer Document").
On 4 March 2016, Bidco announced a mandatory increased cash
offer for the entire issued and to be issued share capital of
Tangent under which Tangent Shareholders are entitled to receive
4.0 pence for each Tangent Share (the "Increased Offer"). The
revised offer document was published and sent to Tangent
Shareholders by Bidco on 8 March 2016 (the "Increased Offer
Document").
2 INCREASED OFFER UNCONDITIONAL
Bidco is now pleased to declare the Increased Offer
unconditional in all respects.
The Increased Offer will remain open for acceptances until 24
March 2016 (or such later date as Bidco may determine).
3 Acceptances AND PURCHASES
Summary of acceptances and market purchases
As at 1.00 p.m. on 9 March 2016, Bidco had received valid
acceptances of the Increased Offer in respect of 111,836,225
Tangent Shares, representing approximately 40.26 per cent. of the
existing issued share capital of Tangent, which Bidco may count
towards the satisfaction of the acceptance condition of the
Increased Offer.
In addition, Bidco has acquired 49,129,231 Tangent Shares,
representing approximately 17.69 per cent. of the existing issued
share capital of Tangent, through market purchases and such
purchases have now settled.
In total, Bidco has therefore received valid acceptances of the
Increased Offer in respect of, or has acquired, 160,965,456 Tangent
Shares, representing approximately 57.94 per cent. of the existing
issued share capital of Tangent and of the voting rights normally
exercisable at general meetings of Tangent.
Bidco has also agreed to acquire a further 17,457,694 Tangent
Shares, representing approximately 6.28 per cent. of the existing
issued share capital of Tangent, of which 13,700,000 shares have
also been accepted to the Increased Offer. The acceptance of the
Increased Offer in respect of these 13,700,000 shares is being
withdrawn (with Bidco's consent), following which it is expected
that these additional purchases will settle.
Further information
Of the valid acceptances received before 1.00 p.m. on 9 March
2016:
-- in aggregate, acceptances in respect of not less than
107,385,971 Tangent Shares comprised acceptances by persons from
whom Bidco has procured an irrevocable commitment to accept the
Offer or by persons acting in concert with Bidco (representing, in
aggregate, approximately 38.66% of the issued share capital of
Tangent);
-- acceptances in respect of 107,385,971 Tangent Shares
comprised acceptances by persons from whom Bidco has procured an
irrevocable commitment to accept the Offer (representing
approximately 38.66% of the issued share capital of Tangent);
and
-- acceptances in respect of not less than 92,411,741 Tangent
Shares comprised acceptances by persons acting in concert with
Bidco (representing approximately 33.27% of the issued share
capital of Tangent), all of which shares were held by persons who
had given irrevocable commitments to accept the Offer.
The number of shares accepted to the Offer by persons acting in
concert with Bidco is given above on a "not less than" basis
because the nominee arrangements through which certain minor
concert party shareholdings of non-directors are held do not
presently allow Bidco's receiving agents to determine whether their
acceptances have been received. Accordingly, only those acceptances
currently capable of being traced to concert party members are
included in the breakdown of total acceptances within the first and
third bullet points above.
Bidco has an outstanding irrevocable commitment from a director
of Tangent to accept (or procure the acceptance of) the Offer in
respect of 337,744 Tangent Shares (representing approximately 0.12%
of the issued share capital of Tangent).
The irrevocable commitment given by Oryx International Growth
Fund in respect of 15,000,000 Tangent Shares (representing
approximately 5.40% of the issued share capital of Tangent) to
accept the Offer remains binding in respect of the Increased Offer
and remains outstanding.
4 ACTION TO BE TAKEN
Tangent Shareholders who have not yet accepted the Increased
Offer are urged to do so as soon as possible. To do so:
-- Tangent Shareholders who hold their Tangent Shares in
certificated form (that is, not in CREST) should complete and
return the Form of Acceptance which accompanied the Original Offer
Document or the revised Form of Acceptance which accompanied the
Increased Offer Document.
-- Tangent Shareholders who hold their Tangent Shares in
uncertificated form (that is, in CREST) should ensure that an
Electronic Acceptance is made by them or on their behalf and that
settlement occurs. Tangent Shareholders who hold their Tangent
Shares as a CREST sponsored member should refer to their CREST
sponsor as only their CREST sponsor will be able to send the
necessary instructions to Euroclear.
5 Cancellation of admission to trading on AIM, compulsory
acquisition of Tangent Shares and re-registration as private
limited company
Once it is appropriate to do so, and subject to Bidco becoming
the holder of not less than 75 per cent. of the Tangent Shares in
issue, 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 Increased Offer and/or other acquisitions of Tangent Shares,
acquired or agreed to acquire issued share capital carrying 75 per
cent. of the voting rights of Tangent. If Bidco does not become the
holder of 75 per cent. or more of the Tangent Shares in issue
through acceptances of the Increased Offer and market purchases,
Bidco may elect to call a general meeting of Tangent at which a
special resolution to cancel Tangent's admission to trading on AIM
may be proposed. 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 Increased 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 to acquire compulsorily, on the same terms as the
Increased Offer, any outstanding Tangent Shares to which the
Increased Offer relates.
It is also proposed that Tangent will be re-registered as a
private limited company in due course.
6 Disclosure of Interests
At the close of business on 9 March 2016, being the latest
practicable date before this announcement:
-- The 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 92,669,165 Tangent Shares,
representing approximately 33.36% 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 the Appendix 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.
7 General
Terms and expressions used in this announcement shall, unless
otherwise defined herein and save as the context otherwise
requires, have the meanings given to them in the Increased Offer
Document dated 8 March 2016.
(MORE TO FOLLOW) Dow Jones Newswires
March 10, 2016 02:00 ET (07:00 GMT)
All percentages of voting rights, issued share capital and
relevant Tangent securities are stated by reference to the relevant
percentage held and in issue outside treasury. Because under a Rule
9 mandatory offer the acceptance condition is calculated by
reference to voting rights only (rather than by reference to the
number of shares to which the offer relates), all percentage
figures for acceptances of the Increased Offer are given in this
announcement based on the 277,793,419 Tangent Shares in issue
outside treasury (because treasury shares do not carry voting
rights) rather than on the basis of all of the 281,429,851 Tangent
Shares currently in issue and to which the Increased Offer
relates.
WH Ireland, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority is acting for Bidco in
connection with the Increased 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 or for providing
advice in relation to the Increased Offer.
Please note that addresses, electronic addresses and certain
other information provided by Tangent Shareholders and other
relevant persons for the receipt of communications from Tangent may
be provided to an offeror as required under Section 4 of Appendix 4
to the Takeover Code.
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 Increased 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.
Enquiries:
--------------------------------- -----------
Tangent Holdings UK Limited +44(0) 20
Jamie Beaumont / Tim Green 7462 6101
--------------------------------- -----------
WH Ireland (Financial Adviser
to Bidco) +44(0) 20
Adrian Hadden / James Bavister 7220 1666
--------------------------------- -----------
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 Increased
Offer or otherwise. The Increased Offer will be made solely by
means of the Increased Offer Document and the revised Form of
Acceptance accompanying the Increased Offer Document, which will
contain the full terms and conditions of the Increased Offer,
including details of how the Increased Offer may be accepted. Any
response to the Increased Offer should be made only on the basis of
information contained in the Increased Offer Document. Tangent
Shareholders are advised to read the formal documentation in
relation to the Increased Offer carefully.
Overseas territories
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by law and the ability of
Tangent Shareholders who are not resident in the United Kingdom to
participate in the Increased Offer 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 is set
out in the Increased Offer Document.
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.
Appendix
As at close of business on 9 March 2016 (being the latest
practicable date before the date of this announcement), persons
acting in concert with Bidco had a right to subscribe for the
following Tangent Shares:
Name of Share Date Exercise Exercise Number
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
(MORE TO FOLLOW) Dow Jones Newswires
March 10, 2016 02:00 ET (07:00 GMT)
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