TIDMTNG
RNS Number : 1821R
Tangent Holdings UK Limited
07 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
7 March 2016
UPDATE TO MANDATORY INCREASED CASH OFFER
for
TANGENT COMMUNICATIONS PLC
by
TANGENT HOLDINGS UK LIMITED
1 INTRODUCTION
Background
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 29 February 2016 Writtle Holdings Limited ("Writtle")
announced a firm intention to make a recommended cash offer for the
whole of the issued and to be issued share capital of Tangent at a
price of 3.0 pence per Tangent Share. Writtle published its offer
document on 1 March 2016.
Summary of acceptances received to date
As at 1.00pm on 4 March 2016, the First Closing Date of the
Original Offer, Bidco had received valid acceptances of the
Original Offer in respect of 111,817,225 Tangent Shares,
representing approximately 40.25% of the existing issued share
capital of Tangent, which Bidco may count towards the satisfaction
of the acceptance condition of the Offer. Further details of these
acceptances are set out in paragraph 5 below.
Summary of acquisitions of Tangent Shares
Bidco announced on 4 March 2016 that it had agreed to acquire
15,796,154 Tangent Shares at a price of 4.0 pence per share (the
"First Acquisition"), representing in aggregate approximately 5.69%
of the existing issued share capital of Tangent.
In addition, Bidco has agreed to acquire a further 19,407,694
Tangent Shares at a price of 4.0 pence per share. Of these further
acquired shares, 13,700,000 were shares which had been accepted to
the Offer and are included within the figure of 111,817,225 Tangent
Shares accepted to the Offer referred to above.
Bidco has therefore agreed to acquire, or there have been
validly accepted to the Offer, a total of 133,321,073 Tangent
Shares, representing 47.99% of the existing issued share capital of
Tangent.
The acquisitions are expected to settle on 8 March 2016 at which
time Bidco may count them towards the satisfaction of the revised
acceptance condition of the Offer.
2 INCREASED OFFER UNDER RULE 9 OF THE TAKEOVER CODE
As a result of the Acquisition, Bidco announced on 4 March 2016
an increase in the Offer Price to 4.0 pence per Tangent Share (the
"Increased Offer") and a revision to the conditions of the Offer to
reflect the requirements of the Takeover Code in respect of
mandatory offers made under Rule 9 of the Takeover Code.
In accordance with Rule 32.1 of the Takeover Code, a revised
offer document (the "Revised Offer Document") containing details of
the Increased Offer and of the revisions to the conditions to the
Increased Offer will be sent to Tangent Shareholders as soon as
practicable. The Revised Offer Document will also be made available
on Bidco's website (http://www.paminvestments.com).
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 accepted the Original Offer will receive
the Increased Offer Price in respect of their Tangent Shares once
the Increased Offer is declared unconditional in all respects.
3 Closing Date of the Increased Offer
The Increased Offer will remain open for acceptance until 1.00
pm on the next closing date of the Increased Offer, which is 22
March 2016 (or such later date as Bidco may determine or the Panel
may require).
Any extensions of the Increased Offer will be publicly announced
no later than 8.00 am on the Business Day following the date on
which the Increased Offer was otherwise due to expire, or such
later date or time as the Panel may agree.
4 ACTION TO BE TAKEN
Tangent Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible and, in any event, by no later
than 1.00 pm on 22 March 2016. 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 will accompany the
Revised 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 Acceptances and irrevocable commitments
As at 1.00 pm on 4 March 2016, being the First Closing Date of
the Original Offer, Bidco had received valid acceptances of the
Original Offer in respect of 111,817,225 Tangent Shares,
representing approximately 40.25% of the issued share capital of
Tangent, all of which may be counted towards satisfaction of the
acceptance condition under the Increased Offer.
Of the valid acceptances received before the First Closing
Date:
-- 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 had 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,
related to 93,853,260 Tangent Shares, representing approximately
33.79% of Tangent's issued share capital. 93,515,516 of such
Tangent Shares have been accepted to the Offer.
Bidco had 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,
related to 28,700,000 Tangent Shares, representing approximately
10.33% of Tangent's issued share capital. As described in paragraph
1 above, the 13,700,000 Tangent Shares in respect of which
Hargreave Hale gave an irrevocable commitment were accepted to the
Offer and are counted within the number of valid acceptances
received before the First Closing Date of the Original Offer but
were then acquired by Bidco through market purchases.
The irrevocable commitment given by Oryx International Growth
Fund in respect of 15,000,000 Tangent Shares to accept the Offer
remains binding in respect of the Increased Offer.
The irrevocable commitment from Livingbridge EP LLP to accept
(or procure the acceptance of) the Offer in respect of 31,383,077
Tangent Shares lapsed upon the publication of Writtle's
announcement of 29 February 2016.
6 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
Increased Offer being declared unconditional 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 and/or other
acquisitions of Tangent Shares, 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 Increased Offer, any outstanding Tangent Shares to which the
Offer relates.
(MORE TO FOLLOW) Dow Jones Newswires
March 07, 2016 02:00 ET (07:00 GMT)
It is also proposed that Tangent will be re-registered as a
private limited company in due course.
7 Disclosure of Interests
At the close of business on 4 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 Appendix 2 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.
In addition, Bidco is interested in 35,203,848 Tangent Shares
pursuant to the market purchases of Tangent Shares made on 4 March
2016, representing approximately 12.67% of Tangent's issued share
capital. It is anticipated that these purchases will settle on 8
March 2016.
8 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 Original Offer
Document.
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 Revised Offer Document and the revised Form of
Acceptance accompanying the Revised 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 once it has been
despatched.
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 will be
set out in the Revised Offer Document.
Documents published on a website
The following documents will be made available 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;
-- a copy of the Rule 2.7 Announcement;
-- the Original Offer Document and Form of Acceptance;
-- a copy of the announcement of the posting of the Original Offer Document;
-- the irrevocable commitments procured by Bidco in relation to the Offer;
-- the financing documents in respect of the Original Offer and
the Increased Offer;
-- the memorandum in respect of the Tangent Share Option Schemes
referred to in the Rule 2.7 Announcement;
-- Stockdale's consent letter referred to in the Rule 2.7 Announcement;
-- WH Ireland's consent letter referred to in the Rule 2.7
Announcement and in respect of this announcement;
-- the Confidentiality Agreement; and
-- the articles of association of Bidco.
The contents of Bidco's website are not incorporated into and do
not form part of this announcement.
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.
(MORE TO FOLLOW) Dow Jones Newswires
March 07, 2016 02:00 ET (07:00 GMT)
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