TIDMTNG
RNS Number : 7370L
Tangent Communications PLC
04 August 2011
4 August 2011
Tangent Communications plc
("Tangent" or the "Company")
POSTING OF ANNUAL REPORT AND ACCOUNTS
NOTICE OF AGM
PROPOSED GRANT OF AUTHORITY TO BUY BACK SHARES
AND
PROPOSAL TO SHAREHOLDERS FOR THE
APPROVAL OF WAIVERS OF RULE 9 OF THE CITY CODE
Tangent Communications plc (AIM: TNG) is a leading integrator of
technology and marketing strategy, with industry leading digital
print facilities.
The Company will today post to Shareholders the Company's Annual
Report and Accounts for the year ended 28 February 2011 together
with a circular containing a notice of the Annual General Meeting
("AGM") to be held at 9am on 30 August 2011 at the offices of
Pinsent Masons LLP, 30 Crown Place, London, EC2A 4ES (the
"Circular"). Contained within the Circular to be posted to
Shareholders today are proposals regarding the grant of authority
to buy back Shares and a proposal to Shareholders for the approval
of Waivers of Rule 9 of the City Code on Takeovers and Mergers. The
Company does not currently intend to implement a buy back programme
and Shareholders should not assume that any such market purchase of
Shares will necessarily take place.
A copy of the Company's Annual Report and Accounts for the year
ended 28 February 2011 together with the Circular to Shareholders
containing the notice of AGM (and the proxy forms for use by
Shareholders) will shortly be available on the Company's website:
www.tangentplc.com.
Terms used in this announcement have the same meaning as those
defined in the documentation posted to Shareholders today.
Key Points
-- Proposed grant of authority to buy back Shares
-- Proposal to Shareholders for the approval of Waivers of Rule
9 of the City Code
-- Latest time for receipt of Form of Proxy at 9am on 28 August
2011
-- The AGM of the Company will be held at 9am on 30 August
2011
Introduction
In addition to the business usually conducted by the Company at
its Annual General Meeting (namely, the adoption of our Annual
Report and Accounts for the year ended 28 February 2011, the
declaration of a final dividend for that year, the re-appointment
of our auditors and a director who is retiring and is eligible for
re-appointment in accordance with our Articles of Association, and
the grant to the Directors of the authority to allot Shares on a
non-pre-emptive basis), the Directors are proposing a resolution at
the forthcoming AGM to allow the Company to buy back Shares.
The Company does not currently intend to implement a buy back
programme and Shareholders should not assume that any such market
purchase of Shares will necessarily take place.
Any share repurchase by the Company would increase the
percentage shareholding of certain Shareholders (Michael Green,
Nicholas Green and Timothy Green, together referred to as the
"Concert Party"), that are together already interested in Shares
carrying in aggregate over 30 per cent. of the Voting Rights.
Therefore, the Circular contains a proposal for Independent
Shareholders to waive the obligation on the Concert Party which
would otherwise arise under Rule 9 of the City Code as a result of
the possible exercise by the Company of the Buyback Authority.
Together with the proposed waiver of the Buyback Authority, the
Company would like to take the opportunity to include a proposal
for Independent Shareholders to waive the obligation on the Concert
Party which would otherwise arise under Rule 9 of the City Code as
a result of the possible exercise of options granted to Timothy
Green and Nicholas Green in 2005, at the time when the Concert
Party's percentage holding was above 50 per cent.
Proposal for grant of authority to buy back Shares
The Company had indicated at the time of the preliminary
announcement in May 2011, that it may seek the approval of
shareholders to grant the Company the ability to buy back its
shares if the Board determines that the circumstances are
appropriate.
The Board has decided that it would be appropriate to put in
place the necessary authorities to provide the Company with the
flexibility to repurchase a proportion of the Company's own shares
by way of on-market share buy backs under certain circumstances.
The Company does not currently have any authority to repurchase its
own shares. The Board intends that share buy backs will only be
executed when appropriate financial and stock market conditions
prevail and when the Board determines that share purchases are in
the best interests of the Company and its shareholders as a
whole.
The Board is proposing that Shareholders authorise the Company
to purchase in the market a maximum of 17,469,183 Shares,
representing approximately 10 per cent. of the Company's current
issued share capital as at 3 August 2011. The maximum price
(exclusive of expenses) which may be paid for a Share is an amount
equal to 105 per cent. of the average of the middle market
quotations for a Share as derived from the AIM section of the Daily
Official List for the five business days immediately preceding the
day on which Shares are to be purchased. The minimum price
(exclusive of expenses) which may be paid for a Share is 1 pence
(being the nominal value of a Share). It is proposed that the
Buyback Authority will expire on the second anniversary of the date
of passing Resolution 8, as set out in the Notice of AGM.
The Company does not currently have an intention to proceed with
a buy back and Shareholders should not assume that any such market
purchase of Shares will necessarily take place.
Proposals to Shareholders for the approval of Waivers of Rule 9
of the City Code on Takeovers and Mergers
Under Rule 9 of the City Code, when any person, together with
any persons acting in concert with him, is interested in shares
which in the aggregate carry not less than 30 per cent. of the
voting rights of such a company but does not hold shares carrying
more than 50 per cent. of such voting rights, a general offer will
normally be required if any further interests in shares are
acquired by any such person.
The Company's largest Shareholder is Michael Green, who
currently owns 30.4 per cent. of the Company. Additionally, Timothy
Green, Tangent's Chief Executive Officer, and Nicholas Green,
Executive Director (Michael Green's nephews) own, in aggregate, 3.2
per cent. of the Company. These persons, together referred to as
the "Concert Party", are considered to be acting in concert for the
purposes of the City Code and their aggregate shareholding is
58,538,464 Shares, representing approximately 33.6 per cent. of the
current issued share capital of the Company.
Buyback Waiver
Any share repurchase by the Company, pursuant to the proposal
above, would increase the percentage shareholding of Concert Party,
that are together already interested in Shares carrying in
aggregate over 30 per cent. of the Voting Rights.
The requirement for the Concert Party (collectively or
individually) to make a general offer pursuant to Rule 9 that would
otherwise result from the Company's exercise of the Buyback
Authority in making market purchases of its Shares, can be waived
subject to the approval of Independent Shareholders.
Therefore, the Circular contains a proposal for Independent
Shareholders to waive the obligation on the Concert Party which
would otherwise arise under Rule 9 of the City Code as a result of
the possible exercise by the Company of the Buyback Authority.
Option Waiver
Together with the proposed waiver of the Buyback Authority, the
Company would also like to take the opportunity to include a
separate proposal for Independent Shareholders to waive the
obligation on the Concert Party which would otherwise arise under
Rule 9 of the City Code as a result of the possible exercise of
options granted to Timothy Green and Nicholas Green in 2005.
Any exercise of the 2005 Options by Timothy Green and Nicholas
Green, as members of the Concert Party, would, without the approval
of the Option Waiver by Independent Shareholders at the AGM,
trigger an obligation to make an offer for the Company under Rule
9.
Potential effect on shareholdings of Buyback Authority and
Option Exercise
The following scenarios describe relevant holdings of the
Concert Party, assuming that the Buyback Resolution and the Waiver
Resolutions are duly passed, and that the maximum number of Shares
were to be repurchased by the Company pursuant to the Buyback
Authority and that such shares were cancelled.
-- The Buyback Authority is exercised in full but there is no
exercise of the 2005 Options. The Company's share capital would
decrease to 157,222,652 Shares and the Concert Party's percentage
holding would therefore increase to 37.2 per cent. from 33.6 per
cent.
-- Only the exercise of all the 2005 Options takes place. The
Company's share capital would increase to 184,691,835 Shares. It is
expected that the Concert Party's holding would therefore increase
to 37.1 per cent. from 33.6 per cent.
-- The Buyback Authority is exercised in full and the exercise
of all the 2005 Options takes place. The Company's share capital
would decrease to 167,222,62 Shares and the Concert Party's holding
would therefore increase to 41.0 per cent. from 33.6 per cent.
The Circular contains the Independent Directors' recommendation
that shareholders vote in favour of the resolutions to be proposed
at the AGM which has been convened for 9am on 30 August 2011 at the
offices of Pinsent Masons LLP, 30 Crown Place, London, EC2A 4ES.
Copies of the Circular will be available for inspection at Pinsent
Masons LLP, 30 Crown Place, London EC2A 4ES during normal business
hours on any weekday (excluding Saturdays, Sundays and public
holidays) up to and including 30 August 2011 and at the AGM to be
held on that day.
About the Company: Tangent employs 230 people across
four locations in London, Newcastle, Cheltenham and
Melbourne and is traded on AIM (AIM: TNG). For more
information please visit www.tangentplc.com
Enquiries:
Tangent Communications
plc
Timothy Green, Chief Tel: 020 7462 6100
Executive
Kevin Cameron, Finance
Director
Collins Stewart Europe
Limited
Adrian Hadden / Ileana Tel: 020 7523 8350
Antypas
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCDKQDQOBKKNFK
Tangent Communications (LSE:TNG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Tangent Communications (LSE:TNG)
Historical Stock Chart
From Jul 2023 to Jul 2024