Tangent Holdings UK Limited Increased Offer Unconditional (6153R)

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.

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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 [phone].

 
 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 [phone].

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 

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March 10, 2016 02:00 ET (07:00 GMT)