TIDMTNG
RNS Number : 8101P
Tangent Holdings UK Limited
23 February 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
23 February 2016
RECOMMENDED CASH OFFER
for
TANGENT COMMUNICATIONS PLC
by
TANGENT HOLDINGS UK LIMITED
Disclosure of Additional Concert Party Holdings and Dealing
On 10 February 2016 it was announced that 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
(the Offer).
The offer document containing the full terms and conditions of
the Offer (the Offer Document) was posted to Tangent Shareholders
on 12 February 2016.
Defined terms used in this announcement have the meanings given
to them in the Offer Document unless otherwise noted herein.
Additional Concert Party Holdings
In addition to the interests of the persons acting in concert
with Bidco that were disclosed in the Offer Document in accordance
with Rule 24.4(a) of the Code, the following persons who are deemed
to be acting in concert with Bidco had the following beneficial
interests in relevant Tangent securities at the close of business
on the Disclosure Date:
Name Number of relevant Tangent
securities
---------------- ---------------------------
Judith Green 190,000
---------------- ---------------------------
Oliver Green 170,455
---------------- ---------------------------
Jeff Stanton 35,000
---------------- ---------------------------
Pauline Callan 32,424
---------------- ---------------------------
Oliver Green's holding of 170,455 Tangent Shares was included in
the Offer Document within the holding of 83,158,190 Tangent Shares
attributed to Michael Green. Accordingly, Michael Green actually
held a beneficial interest in 82,987,735 relevant Tangent
securities as at the Disclosure Date.
The net additional aggregate interests in Tangent securities of
the above persons amount to 257,424 Tangent Shares, representing
approximately 0.093% of the issued share capital of Tangent
(excluding treasury shares).
Bidco will release a revised Rule 8.3 Opening Position
Disclosure to reflect the above.
The irrevocable commitment given by Michael Green to accept the
Offer in respect of his interests in relevant Tangent securities
therefore relates to 82,987,735 relevant Tangent securities. The
total number of Tangent Shares in respect of which Bidco has
procured irrevocable commitments to accept the Offer from directors
of Tangent is accordingly 93,853,260, representing 33.80 per cent.
of Tangent's issued share capital (excluding treasury shares).
Additional Dealing
In addition to the dealings during the Disclosure Period of the
persons acting in concert with Bidco that were disclosed in the
Offer Document in accordance with Rule 24.4(c) of the Code, on 11
March 2015 Michael Green acquired 33,158,190 Tangent Shares at
3.25p per share from Tangent Industries Limited, a company in which
Michael Green indirectly holds a 99.97% beneficial interest and the
balance of which is held by his immediate family.
The directors of Bidco, being Jamie Beaumont, Nicholas Green and
Timothy Green, and the directors of Portland Asset Management (UK)
Limited (Portland) (the parent entity of Bidco), being the
aforementioned individuals and Michael Green, accept responsibility
for all the information contained in this announcement. To the best
of the knowledge and belief of the directors of Bidco and Portland
(who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Further information
Enquiries:
--------------------------------- -----------
Bidco +44(0) 20
Jamie Beaumont / Tim Green 7462 6101
--------------------------------- -----------
WH Ireland Limited (Financial
Adviser to Bidco) +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.
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
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