TIDMTNG
RNS Number : 3823Q
Writtle Holdings Limited
29 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH
JURISDICTION.
Embargoed until 7.00 a.m. 29 February 2016
26 February 2016
RECOMMENDED CASH OFFER
by
WRITTLE HOLDINGS LIMITED
for
TANGENT COMMUNICATIONS PLC
Summary
-- The directors of Writtle Holdings Limited ("Writtle") and the
independent directors of Tangent Communications PLC ("Tangent") are
pleased to announce the terms of a recommended cash offer (the
"Offer"), to be made by Writtle, for the whole of the issued and to
be issued share capital of Tangent (excluding treasury shares). It
is intended that the Offer will be implemented by way of a takeover
offer under the Takeover Code within the meaning of Part 28 of the
Companies Act 2006.
-- Under the terms of the Offer, Tangent Shareholders will be
entitled to receive 3.0 pence in cash for each Tangent Share (the
"Offer Price").
-- The Offer values the whole of the issued and to be issued
share capital of Tangent (excluding treasury shares) at
approximately GBP8.738 million in aggregate.
-- The Offer Price of 3.0 pence per Tangent Share represents a
premium of 33.33% to the offer price of 2.25 pence per Tangent
Share made by Tangent Holdings UK Limited ("Bidco") on 12 February
2016.
-- The Offer Price also represents a premium of approximately:
- 117.39% to the Closing Price of 1.38 pence per Tangent Share
on 9 February 2016 (being the last Business Day immediately
preceding the date of the Bidco Rule 2.7 announcement);
- 108.33% to the average Closing Price of 1.44 pence per Tangent
Share over the one month period to 9 February 2016 (being the last
Business Day immediately preceding the date of the Bidco Rule 2.7
announcement); and
- 80.72% to the average Closing Price of 1.66 pence per Tangent
Share over the three month period to 9 February 2016 (being the
last Business Day immediately preceding the date of the Bidco Rule
2.7 announcement).
-- Given the level of irrevocable undertakings from Tangent
Shareholders in support of the Bidco Offer and on the basis that
certain of those undertakings will not lapse as a result of the
Offer, Writtle has set the acceptance condition for the Offer at no
less than 50% of the voting rights attaching to the Tangent
Shares.
-- The Independent Directors of Tangent who have been so advised by Stockdale Securities Limited ("Stockdale"), consider the terms of the Offer to be fair and reasonable and intend to unanimously recommend that Tangent Shareholders accept the Offer and to withdraw their recommendation to accept the Bidco Offer. In providing advice to the Independent Directors, Stockdale has taken into account the Independent Directors' commercial assessments.
-- Writtle is an investment and management services company that
owns majority shareholdings in a portfolio of media and marketing
services companies. Writtle's companies operate from the UK, US and
Hong Kong providing international clients with award-winning
business communications, design, packaging and retail marketing
services.
-- Writtle believes that there is a good strategic fit with
Tangent and it intends to increase the range of its marketing
services business by the acquisition of Tangent which will add
scale to the Writtle group and accelerate the growth of both
Writtle and Tangent.
Commenting on the Offer, Robert Essex, Chairman of Writtle
said:
"Tangent's operating companies are long established with good
potential and would fit well alongside Writtle's existing marketing
services businesses. The enlarged Writtle Group would offer a wider
range of services to its clients and provide a catalyst for further
growth. Writtle's track record on acquisitions has been successful
through being highly selective and we believe the Tangent
acquisition represents a further outstanding opportunity."
This summary should be read in conjunction with the full text of
this Announcement (including its Appendices). The Offer will be
subject to the Conditions and further terms set out in Appendix 1
to this Announcement and to the full terms and conditions that will
be set out in the Offer Document.
Enquiries:
Writtle Holdings Limited +44 (0)20 7842 6950
Robert Essex/Graeme Harris
BDO LLP (Financial Adviser to Writtle) +44 (0)20 7486 5888
John Stephan
Susan Jarram
Tangent Communications PLC +44 (0)1670 713330
Kevin Cameron
Stockdale Securities Limited (Rule 3 Adviser to Tangent) +44 (0)20 7601 6100
Tom Griffiths/Edward Thomas
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting for Writtle as
financial adviser in relation to the Offer, and is not acting for
or advising any other person and accordingly will not be
responsible to any other person other than Writtle for providing
the protections afforded to the clients of BDO LLP or for providing
advice in relation to the contents of this Announcement or any
offer or arrangement referred to herein or in the Offer Document.
Neither BDO LLP nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BDO LLP in connection with this
Announcement, any statement contained herein, the Offer or
otherwise.
BDO LLP has given and not withdrawn its written consent to the
issue of this Announcement with the references to its name in the
form and context in which they are included.
Stockdale Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
for Tangent in connection with the Offer and no-one else and will
not be responsible to anyone other than Tangent for providing the
protections afforded to customers of Stockdale Securities Limited
or for providing advice in relation to the Offer.
Stockdale Securities Limited has given and not withdrawn its
written consent to the issue of this Announcement with the
references to its name in the form and context in which they are
included.
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 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th 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.
Publication on websites and availability of hard copies
(MORE TO FOLLOW) Dow Jones Newswires
February 29, 2016 02:00 ET (07:00 GMT)
In accordance with Rule 26.1 of the Takeover Code, a copy of
this Announcement will be available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions), free of charge, for inspection on Writtle's website
at www.writtle.com and Tangent's website at www.tangentplc.com by
no later than 12 noon on the Business Day following the date of
this Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
In accordance with Rule 30.2 of the Takeover Code, a person so
entitled may request a hard copy of this Announcement, free of
charge, by contacting 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.
For persons who receive a copy of this Announcement in electronic
form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. In accordance
with Rule 30.2 of the Takeover Code, a person so entitled may also
request that all future documents, announcements and information to
be sent to them in relation to the Offer should be in hard copy
form.
Information relating to Tangent Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Tangent Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Tangent may be provided to Writtle during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.12(c) of the Takeover Code.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH
JURISDICTION.
Embagoed until 7.00 a.m. 29 February 2016
26 February 2016
RECOMMENDED CASH OFFER
by
WRITTLE HOLDINGS LIMITED
for
TANGENT COMMUNICATIONS PLC
1. Introduction
Following Writtle's announcement on 12 February 2016 of a
possible cash offer for Tangent Communications plc ("Tangent"), the
directors of Writtle Holdings Limited ("Writtle") and the
independent directors of Tangent, being Kevin Cameron and Nigel
Kissack, (the "Independent Directors") are pleased to announce the
terms of a recommended cash offer (the "Offer"), to be made by
Writtle, for the whole of the issued and to be issued share capital
of Tangent (excluding treasury shares). It is intended that the
Offer will be implemented by way of a takeover offer under the
Takeover Code within the meaning of Part 28 of the Companies Act
2006.
2. Terms of the Offer
Under the terms of the Offer, which will be subject to the
conditions and principal further terms referred to in Appendix 1 to
this Announcement and to the further terms to be set out in the
Offer Document and, in the case of Tangent Shares held in
certificated form, the Form of Acceptance, Tangent Shareholders
will be entitled to receive:
For each Tangent Share 3.0p in cash
The Offer values the whole of the issued and to be issued share
capital of Tangent at approximately GBP8.738 million.
The Offer represents an opportunity for all Tangent Shareholders
to realise their investment at a substantial premium to current
market value and the Bidco Offer.
The Offer represents a premium of 33.33% to the offer price of
2.25 pence per Tangent Share made by Bidco on 12 February 2016.
The Offer Price also represents a premium of approximately:
- 117.39% to the Closing Price of 1.38 pence per Tangent Share
on 9 February 2016 (being the last Business Day immediately
preceding the date of the Bidco Rule 2.7 announcement);
- 108.33% to the average Closing Price of 1.44 pence per Tangent
Share over the one month period to 9 February 2016 (being the last
Business Day immediately preceding the date of the Bidco Rule 2.7
announcement); and
- 80.72% to the average Closing Price of 1.66 pence per Tangent
Share over the three month period to 9 February 2016 (being the
last Business Day immediately preceding the date of the Bidco Rule
2.7 announcement).
Given the level of irrevocable undertakings from Tangent
Shareholders in support of the Bidco Offer and on the basis that
certain of those undertakings will not lapse as a result of the
Offer, Writtle has set the acceptance condition for the Offer at
over 50% of the voting rights attaching to the Tangent Shares (the
"Acceptance Condition").
The Offer will extend, subject to the conditions and principal
further terms referred to in Appendix 1 to this Announcement, to
any Tangent Shares unconditionally allotted or issued on the date
the Offer is made and to any further Tangent Shares unconditionally
allotted or issued while the Offer remains open for acceptance (or
such earlier date as Writtle may, subject to the Takeover Code or
with the consent of the Panel, decide), including any Tangent
Shares unconditionally allotted or issued on the exercise of
options and/or the settlement of awards in accordance with the
rules of the Tangent Share Schemes.
3. Recommendation
The Independent Directors who have been so advised by Stockdale
Securities Limited ("Stockdale"), consider the terms of the Offer
to be fair and reasonable and intend to unanimously recommend that
Tangent Shareholders accept the Offer and to withdraw their
recommendation to accept the Bidco Offer. In providing advice to
the Independent Directors, Stockdale has taken into account the
Independent Directors' commercial assessments.
4. Background to and reasons for the Offer
Writtle believes that there is a good strategic fit for the
services of Tangent with its own range of marketing services. This
should enable the selling of new services to each of the respective
client bases. On the printing side of the business, Writtle
believes that there are capacity benefits from the combined
operations. Writtle also believes that the technology of Tangent is
complementary to its own technology offer.
Writtle believes the Offer provides the certainty of a
realisable value to all Tangent Shareholders and allows them to
realise their investment in illiquid Tangent Shares at a
substantial premium to current market value and to the Bidco Offer
for cash with no transaction commissions or fees.
Writtle believes that, in the absence of a source of liquidity
such as the Offer, many Tangent Shareholders are unlikely to be
able to realise their shareholdings in Tangent without accepting a
discount to the prevailing share price.
5. Background to and reasons for recommendation of the Offer
On 10 February 2016, Bidco and the Independent Directors
announced that they had reached agreement on the terms of a
recommended cash offer for Tangent at a price of 2.25 pence in cash
for each Tangent Share. On 12 February 2016, Bidco's offer document
was published and posted to Tangent Shareholders.
On 12 February 2016, Writtle announced that it was evaluating a
possible cash offer of no less than 2.75 pence per Tangent Share
for the entire issued and to be issued share capital of Tangent
(excluding treasury shares). Since then Writtle has undertaken
limited due diligence on Tangent and today announces a recommended
cash offer for the entire issued and to be issued share capital of
Tangent at 3.0 pence per Tangent Share (excluding treasury
shares).
The Independent Directors have considered the merits of the
Bidco Offer and the Offer and are now recommending the Offer of 3.0
pence in cash for each Tangent Share as it provides the most value
for Tangent Shareholders. Furthermore, the Independent Directors
believe that the Offer provides an attractive premium to the
prevailing price of a Tangent Share and the Bidco Offer and allows
Tangent Shareholders to realise their investment in illiquid
Tangent Shares for cash with no transaction costs.
Tangent Shareholders should note that the Bidco Offer will lapse
at 1.00 p.m. on 4 March 2016 unless Bidco elects to extend its
offer. If Bidco does not extend its offer and the Offer does not
become wholly unconditional, there will be no immediate liquidity
event for Tangent Shareholders (in the absence of any other offer
for Tangent becoming wholly unconditional). For this reason, the
Independent Directors have required that the Acceptance Condition
only requires more than 50 per cent. of the voting rights attaching
to the Tangent Shares. This means that for this condition to be
successful there is no absolute requirement for Bidco (together
with its concert parties) to accept the Offer in respect of their
Tangent Shares.
The Independent Directors wish to remind Tangent Shareholders
that Bidco has received irrevocable commitments from each of the
directors of Tangent to accept (or procure the acceptance of) the
Bidco Offer in respect of their Tangent Shares which in aggregate
relate to 93,853,260 Tangent Shares, representing approximately
33.78% of Tangent's issued share capital. All of these irrevocable
commitments continue to be binding in the event of a higher
competing offer (such as the Offer) being made for Tangent and will
cease to be binding only if the Bidco Offer lapses or is
withdrawn.
In addition, Bidco procured irrevocable commitments from certain
other Tangent Shareholders to accept (or procure the acceptance of)
the Bidco Offer in respect of their Tangent Shares which in
aggregate relate to 60,083,077 Tangent Shares, representing
approximately 21.63% of Tangent's issued share capital.
(MORE TO FOLLOW) Dow Jones Newswires
February 29, 2016 02:00 ET (07:00 GMT)
The irrevocable commitment procured by Bidco from Livingbridge
EP LLP in respect of 31,383,077 Tangent Shares (comprising 11.30
per cent. of the issued share capital of Tangent) ceases to be
binding upon the announcement, by a third party, of a firm
intention to make an offer for the entire issued share capital of
Tangent at not less than 2.5 pence per Tangent Share. This
therefore has upon publication of the Announcement, lapsed.
The irrevocable commitments procured by Bidco from Oryx
International Growth Fund and Hargreave Hale in respect of, in
aggregate, 28,700,000 Tangent Shares, comprising 10.33 per cent. of
the issued share capital of Tangent) cease to be binding if: (i) a
higher third party offer is made for Tangent at a price per Tangent
Share more than 10% above the Bidco Offer (as determined by
reference to the price set out in the announcement of the firm
intention to make an offer issued by such third party); and (ii)
period of 10 days has elapsed from the date of announcement of such
offer without Bidco having revised the terms of its offer such that
the value of its revised offer exceeds the value per Tangent Share
of the offer by such third party. This means that these irrevocable
commitments will remain binding for 10 more days (absent a revised
offer from Bidco) and will lapse after that. As a consequence, both
Onyx International Growth Fund and Hargreave Hale will be required
to accept the Bidco Offer (as they are required to do this by 4
March 2016) and will not be able to withdraw their acceptances
until permitted to do so under the terms of the Bidco Offer.
6. Current trading
Current trading for Tangent remains in line with the statements
made in Tangent's interim results announcement for the six month
period ended 31 August 2015.
7. Strategy following completion of the Offer
Following completion of the Offer, Writtle believes that the
enlarged group will be able to increase the range of its marketing
services business adding scale to the Writtle Group and
accelerating the growth of both Writtle and Tangent.
Writtle believes it could introduce an additional range of
services across the client base of Tangent and introduce services
currently provided by Tangent to Writtle's clients.
Writtle would also seek to utilise any spare digital printing
capacity that exists at Tangent.
Writtle believes that it can combine the technology owned by
Tangent with the technology owned by companies in the Writtle
Group. Writtle also intends to invest further into this combined
technology offer, to provide a significantly improved service to
clients.
8. Information on Tangent
Tangent combines printing and digital marketing businesses.
Tangent operates from offices in London, Newcastle and Cheltenham,
with digital printing facilities in Newcastle and London.
Tangent's print business generates print revenues online through
its printed.com website, selling a broad range of products
including business cards, brochures, leaflets and flyers, posters
and wedding stationery. The majority of these products are produced
in-house at Tangent's Newcastle facility. It also provides print
services to the estate and letting agency sector through its
Ravensworth brand and operates a high-end creative printing
business called TOD (Tangent On Demand) in London.
Tangent's digital marketing business is Tangent Snowball.
Tangent Snowball is appointed by its clients to build websites and
manage customer communications (email, social and customer
service). Tangent Snowball's clients are both large enterprise and
SMEs.
In the year ended 28 February 2015, Tangent reported audited
revenue of approximately GBP26.25 million (2014: GBP26.50 million)
and underlying operating profit of GBP1.18 million (2014: GBP2.50
million). In the 6 months ended 31 August 2015, Tangent reported
unaudited revenue of GBP13.37 million (2014: GBP13.26 million) and
underlying operating profit of GBP0.33 million (2014: GBP0.96
million).
9. Information on Writtle
Writtle is an investment and management services company that
owns majority shareholdings in a portfolio of media and marketing
services companies.
Writtle's companies operate from the UK, US and Hong Kong
providing international clients with award-winning business
communications, design, packaging and retail marketing services.
The Writtle Group employs in excess of 800 people with audited
turnover for the year ended 31 December 2014 of GBP83.12 million
and EBITDA of GBP7.48 million.
Each of the companies within the Writtle Group operates
independently, and is led by their own experienced management team
with a Writtle director on each board. Writtle provides both the
funding and business experience to underpin sustainable and
profitable growth.
Further information on Writtle will be contained in the Offer
Document.
10. Management and employees
Writtle attaches great importance to the skills and experience
of the existing management and employees of Tangent and expects
them to play an important role in the ongoing development of the
business. The existing employment rights, including pension rights,
of the employees and management of the Tangent Group will be fully
safeguarded and Writtle has no current intention to make any
changes to the staffing levels of the business or any material
changes in the conditions of employment of the employees of the
Tangent Group as a result of the Offer. Writtle also confirms that
it has no intention of making any material changes to Tangent's
ongoing pension contribution obligations for existing employees and
members of Tangent's pension schemes. Writtle has not come to a
conclusion in respect of the continued employment of the directors
of Tangent.
In addition Writtle intends to increase incentives for
profitable growth through the introduction of Writtle bonus schemes
for Tangent employees and to provide an opportunity for Tangent
management to acquire equity ownership.
Writtle has no current intention to make any change to Tangent's
principal place of business or to redeploy any of its fixed
assets.
If the Offer becomes, or is declared, unconditional in all
respects, Writtle would expect to nominate new directors to the
Board of Tangent.
11. Financing of the Offer
The Offer will be financed from a combination of existing cash
resources of Writtle, a debt facility from Barclays Bank PLC and
loans from two shareholders of Writtle.
Writtle will finance GBP2.738 million out of its existing cash
resources.
Barclays Bank PLC has made available a facility of GBP4.5
million to Writtle to finance the Offer. The loan is repayable by
10 September 2017 and carries an interest rate of 1.75-2.25% over
LIBOR. The loan is secured over certain assets of the Writtle
Group.
Two shareholders of Writtle, have made available loans of GBP1.5
million in aggregate to Writtle to finance the Offer. The loans are
(i) repayable by 31 December 2017 and carry an interest rate of 5%
over the base rate of the Bank of England from time to time and
(ii) repayable within 9 months from drawdown and carry an interest
rate of 12%. The loans are unsecured.
BDO LLP ("BDO"), which is acting as financial adviser to
Writtle, is satisfied that sufficient resources are available to
Writtle to enable it to satisfy, in full, the cash consideration
payable to Tangent Shareholders under the Offer.
12. Tangent Share Schemes
The Offer will extend, subject to the conditions and principal
further terms to be contained in the Offer Document, to any Tangent
Shares unconditionally allotted or issued on the date the Offer is
made and to any further Tangent Shares unconditionally allotted or
issued while the Offer remains open for acceptance (or such earlier
date as Writtle may, subject to the Takeover Code or with the
consent of the Panel, decide) including any which are so
unconditionally allotted or issued pursuant to the exercise of
options and for settlement of awards in accordance with the rules
of the Tangent Share Schemes.
Holders of Tangent Share Options under the Tangent Share Option
Schemes will be invited to exercise their options and to accept the
Offer in respect of the resulting Tangent Shares on a "cashless"
basis, so that any exercise price, income tax and employee National
Insurance contributions due will be deducted from the Offer
proceeds payable to them and remitted to Tangent and HMRC as
appropriate.
Those Tangent employees who are entitled to be granted options
under the Tangent Share Option Schemes (but have not yet received
them) will be invited to surrender their entitlements in
consideration of a cash payment equal to the difference per share
between the exercise price of the options to which they are
entitled and the Offer Price.
Participants in the Tangent Share Incentive Plan will be invited
to instruct the SIP Trustee to accept the Offer on their behalf in
relation to all of the partnership, matching and/or dividend shares
that the SIP Trustee holds on participants' behalf.
As noted above, participants in the Tangent Share Option Schemes
and the Tangent Share Incentive Plan will be contacted separately
to explain these proposals.
13. Disclosure of Interests
At the close of business on the Disclosure Date:
-- Writtle and persons acting in concert with Writtle
(including, without limitation, the directors of Writtle together
with their close relatives and related trusts and other Interested
Persons) were interested, in aggregate, in 250,000 Tangent Shares,
representing approximately 0.1% of Tangent's issued share
capital;
-- There are no persons with whom Writtle or any person acting
in concert with Writtle 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
(MORE TO FOLLOW) Dow Jones Newswires
February 29, 2016 02:00 ET (07:00 GMT)
-- Neither Writtle nor any person acting in concert with Writtle
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 right
to subscribe for relevant Tangent securities or any arrangement in
relation to any Tangent Shares, nor had Writtle or any person
acting in concert with Writtle borrowed or lent any relevant
Tangent securities.
14. Offer related arrangements
Confidentiality agreement
Writtle and Tangent entered into a confidentiality agreement
dated 18 February 2016 (the "Confidentiality Agreement") pursuant
to which Writtle has undertaken to: (i) keep confidential
information relating to the Tangent Group confidential and not to
disclose it to third parties (other than to permitted disclosees)
unless required by law or regulation; and (ii) comply with
customary non-contact provisions other than in connection with
ordinary course matters unconnected with the Offer.
Memorandum relating to Tangent Share Schemes
A memorandum has been adopted by Writtle and Tangent in relation
to the intended treatment of options or awards under the Tangent
Share Schemes and Tangent Share Option Schemes, the content of
which is summarised in paragraph 12 of this Announcement.
15. 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 (i) the
Offer becoming or being declared unconditional in all respects,
(ii) Writtle receiving valid acceptances in respect of Tangent
Shares which, together with the Tangent Shares already owned or
agreed to be acquired by Writtle before or during the Offer,
represent not less than 75% of the voting rights of Tangent and
(iii) any applicable requirements of the London Stock Exchange and
the AIM Rules, Writtle 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 Writtle has, by virtue of acceptances of the Offer, 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, Writtle (i)
intends to apply the provisions of sections 979-991 (inclusive) of
the Companies Act 2006 to acquire compulsorily, on the same terms
as the Offer, any outstanding Tangent Shares to which the Offer
relates and (ii) proposes that Tangent will be re-registered as a
private limited company in due course.
However, should the Offer become or be declared unconditional in
all respects and those acceptances of the Offer in respect of share
capital carry less than 75% of the voting rights of Tangent,
Writtle intends that Tangent will continue its existing admission
to trading on AIM subject to any applicable requirements of the
London Stock Exchange and the AIM Rules.
16. General
The Offer Document setting out details of the Offer will be
despatched to Tangent Shareholders by Writtle as soon as
practicable and by no later than 28 days after the date of this
Announcement.
It is intended that the Offer will be implemented by means of a
takeover offer under Part 28 of the Companies Act 2006.
Certain capitalised terms used throughout this Announcement are
defined in Appendix 3 to this Announcement.
BDO LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting for Writtle as
financial adviser in relation to the Offer, and is not acting for
or advising any other person and accordingly will not be
responsible to any other person other than Writtle for providing
the protections afforded to the clients of BDO LLP or for providing
advice in relation to the contents of this Announcement or any
offer or arrangement referred to herein or in the Offer Document.
Neither BDO LLP nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BDO LLP in connection with this
Announcement, any statement contained herein, the Offer or
otherwise.
BDO LLP has given and not withdrawn its written consent to the
issue of this Announcement with the references to its name in the
form and context in which they are included.
Stockdale Securities Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
for Tangent in connection with the Offer and no-one else and will
not be responsible to anyone other than Tangent for providing the
protections afforded to customers of Stockdale Securities Limited
or for providing advice in relation to the Offer.
Stockdale Securities Limited has given and not withdrawn its
written consent to the issue of this Announcement with the
references to its name in the form and context in which they are
included.
Please note that addresses, electronic addresses and certain
other information provided by Tangent Shareholders, persons with
information rights 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 to
comply with Rule 2.12(c) of 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 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.
17. 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 Offer or
otherwise. The Offer will be made solely by means of the Offer
Document and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted. Any
response to the Offer should be made only on the basis of
information contained in the Offer Document. Tangent Shareholders
are advised to read the formal documentation in relation to the
Offer carefully once it has been despatched.
18. Overseas territories
The distribution of this Announcement in jurisdictions other
than the United Kingdom may be restricted by law and the
availability of the acquisition by Writtle of Tangent to Tangent
Shareholders who are not resident in the United Kingdom 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 any 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 Offer Document.
19. Documents published on a website
The following documents will be made available on Writtle's
website (http://www.writtle.com) and also on Tangent's website
(www.tangentplc.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;
-- the financing documents referred to in paragraph 11;
-- the Confidentiality Agreement and the memorandum relating to
the Tangent Share Schemes referred to in paragraph 14; and
-- BDO's and Stockdale's consent letters referred to in paragraph 16.
The contents of Writtle's website and Tangent's website are not
incorporated into and do not form part of this Announcement.
Enquiries:
Writtle Holdings Limited +44 (0)20 7842 6950
Robert Essex/Graeme Harris
BDO LLP (Financial Adviser to Writtle) +44 (0)20 7486 5888
John Stephan
Susan Jarram
Tangent Communications PLC +44 (0)1670 713330
Kevin Cameron
Stockdale Securities Limited (Rule 3 Adviser to Tangent) +44 (0)20 7601 6100
Tom Griffiths/Edward Thomas
Forward-looking statements
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This document may contain "forward-looking statements"
concerning the Tangent Group and the Writtle 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 Writtle 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 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th 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.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Appendix 1
Conditions and certain further terms of the Offer
Conditions of the Offer
Except where the context otherwise requires, references in this
Appendix to:
(a) the "Offer" include any revision or extension of it; and
(b) the Offer "becoming unconditional" include references to the
Offer being declared unconditional, and are to be construed as
references to the Offer becoming unconditional as to acceptances
whether or not any other condition of the Offer remains to be
fulfilled.
1 The Offer will be subject to the following conditions.
1.1 Valid acceptances being received (and not, where permitted,
withdrawn) by 1.00 pm on the first closing date of the Offer (or
such later time(s) and/or date(s) as Writtle may (subject to the
Takeover Code or with the consent of the Panel) decide in respect
of more than 50% of the voting rights then normally exercisable at
general meetings of Tangent (including for this purpose to the
extent, if any, required by the Panel any votes attributable to
Tangent Shares which are unconditionally allotted or issued before
the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of conversion or subscription
rights or otherwise).
For the purpose of this condition, Tangent Shares which have
been unconditionally allotted but not issued shall be deemed to
carry the votes which they will carry upon issue.
1.2 No government or governmental, quasi-governmental,
supranational, statutory or regulatory body, court, trade agency,
professional association or any other person or body in any
jurisdiction ("Authorities") having instituted or threatened any
action, proceedings, suit, enquiry or investigation or made,
proposed or enacted after the date of this Announcement any
statute, regulation or order that would or might reasonably be
expected to (in any case which is material in the context of the
Offer):
(a) make the Offer or the acquisition or proposed acquisition of
any Tangent Shares illegal or otherwise restrain, prohibit,
restrict or interfere in or delay implementation of, or impose
additional conditions or obligations with respect to, or otherwise
challenge the proposed acquisition of Tangent or any Tangent Shares
by Writtle;
(b) require or prevent the divestiture by Writtle or any of its
subsidiaries (the "Writtle Group") or any of its associated
companies (together the "wider Writtle Group") or by Tangent or any
of its subsidiaries (the "Tangent Group") or any associated person
(together the "wider Tangent Group") of all or any part of their
respective businesses, assets or property or impose any limitation
on the ability of any of them to conduct their respective
businesses or own their respective assets or property;
(c) impose any limitation on the ability of a member of the
wider Writtle Group to acquire or hold or effectively to exercise
all rights of ownership of Tangent Shares or on the ability of a
member of the wider Tangent Group or of the wider Writtle Group to
hold or effectively to exercise all or any rights of ownership of
shares in a member of the wider Tangent Group or to exercise
management control over a member of the wider Tangent Group; or
(d) otherwise adversely affect the business, profits or
prospects of a member of the wider Tangent Group or of the wider
Writtle Group,
and all applicable waiting periods during which any such
Authority could institute, implement or threaten any such action,
proceedings, suit, enquiry or investigation having expired or been
terminated. For this purpose "associated" means a corporation of
which not less than 20% of the equity share capital is held,
directly or indirectly, by the relevant Group and a partnership or
joint venture in which a member of the relevant Group is
interested, directly or indirectly.
1.3 There being no provision of any arrangement, agreement,
licence or other instrument to which a member of the wider Tangent
Group is a party, or by or to which any of those members or any of
their assets may be bound or be subject, and in each case which
could, in consequence of the proposed acquisition of any of the
Tangent Shares by Writtle or otherwise, result in:
(a) monies borrowed by or other indebtedness of any such member
being or becoming repayable or capable of being declared repayable
prior to their stated maturity or the ability of any such member to
incur indebtedness being withdrawn or inhibited;
(b) any arrangement, agreement, licence, or other instrument
being terminated or adversely modified or adverse action being
taken or an onerous obligation arising under it;
(c) the interests or business of any member of the wider Tangent
Group in or with another firm, venture, company, body or asset (or
any arrangements relating to that business or interests) being
terminated, modified or affected;
(d) any member of the wider Tangent Group ceasing to be able to
carry on business under a name under which it presently does
so;
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(e) the creation of a mortgage, charge, security or other
interest over the whole or any part of the business, property or
assets of any member of the wider Tangent Group or any such
security (whenever arising or having arisen) becoming enforceable;
or
(f) the disposal of assets or creation of liabilities by any
member of the wider Tangent Group (other than in the ordinary
course of business),
in each case which is material in the context of the wider
Tangent Group taken as a whole.
1.4 All necessary filings having been made, all appropriate
waiting periods under any applicable legislation or regulation of
any territory having expired or been terminated, all necessary
statutory and regulatory obligations in connection with the Offer
in any jurisdiction having been complied with and all
authorisations, orders, grants, recognitions, confirmations,
clearances, consents, permissions and approvals necessary for or
appropriate to the proposed acquisition in any jurisdiction being
obtained in terms and in form reasonably satisfactory to Writtle
from all appropriate Authorities or persons with whom any member of
the wider Tangent Group has entered into contractual arrangements,
and those authorisations, orders, grants, recognitions,
confirmations, clearances, consents, permissions and approvals
remaining in full force and effect and no notice of an intention to
revoke or not to renew them having been received.
1.5 Other than as Disclosed, no member of the wider Tangent
Group having, since 31 August 2015:
(a) save for: (i) options granted, and for the issue of shares
on the exercise of options granted under the Tangent Share Option
Schemes, and (ii) awards made, and for the issue of shares to
settle awards made, under the Tangent Share Incentive Plan, issued
or authorised or proposed the issue of additional shares of any
class or securities convertible into, or rights, warrants or
options to acquire, any shares or other securities, or transferred
or sold or authorised or proposed the transfer or sale of any
shares out of treasury, or redeemed, purchased or reduced any part
of its share capital;
(b) declared, paid or made or proposed to declare, pay or make a
dividend, bonus or other distribution (whether payable in cash or
otherwise) in respect of any shares in Tangent;
(c) authorised or proposed or made an announcement of an
intention to propose a merger or demerger or acquisition or change
in its share or loan capital or, save in the ordinary course of
business, a disposal of assets, creation of a mortgage or
encumbrance over assets (or any right, title or interest in any
assets) or issue of debentures;
(d) otherwise than in the ordinary course of business incurred
or increased any indebtedness or contingent liability which is
material in the context of the Tangent Group taken as a whole, or
entered into a material contract, arrangement, reconstruction or
amalgamation;
(e) purchased, redeemed or announced a proposal to purchase or
redeem any of its own shares or other securities;
(f) proposed a voluntary winding-up;
(g) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(h) waived or compromised a claim which is material in the
context of the relevant member of the Tangent Group;
(i) disposed or transferred, mortgaged or encumbered assets or
any right, title or interest in an asset or entered into a contract
or commitment (whether in respect of capital expenditure or
otherwise) which is of a long-term or unusual nature or which
involves or could involve an obligation of a nature or magnitude
which is material in the context of the Tangent Group taken as a
whole;
(j) entered into or varied the terms of a service or consultancy
agreement with or in respect of the services of any of the
directors of Tangent in any material respect; or
(k) entered into an agreement or commitment or passed a
resolution with respect to a transaction or event referred to in
this paragraph 1.5 which is material in the context of the wider
Tangent Group taken as a whole.
1.6 Other than as Disclosed, since 31 August 2015:
(a) there having been no receiver or administrative receiver or
administrator appointed over part of the assets of any member of
the wider Tangent Group or analogous proceedings or steps having
taken place under the laws of any relevant jurisdiction and there
having been no application made for the administration of, or
notice of intention to appoint an administrator filed in relation
to, any member of the wider Tangent Group or any equivalent
proceedings or steps taken under the laws of any relevant
jurisdiction;
(b) there having been no adverse change in the financial or
trading position or prospects of a member of the wider Tangent
Group;
(c) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been instituted or threatened or remaining
outstanding against or by a member of the wider Tangent Group
(whether as plaintiff or defendant or otherwise); and
(d) no contingent liability having arisen which might reasonably
be expected to adversely affect a member of the wider Tangent
Group,
which is material in each case in the context of the wider
Tangent Group taken as a whole.
1.7 Writtle not having discovered:
(a) that the financial or business information concerning the
wider Tangent Group as contained in the information publicly
disclosed at any time by a member of the wider Tangent Group either
contains a material misrepresentation of fact or omits a fact
necessary to make the information contained in it not materially
misleading or that any contingent liability disclosed in that
information would or might reasonably be expected to materially and
adversely affect directly or indirectly the business, profits or
prospects of the wider Tangent Group taken as a whole; or
(b) that a partnership or company in which a member of the wider
Tangent Group has a significant economic interest and which is not
a subsidiary of Tangent is subject to a liability, contingent or
otherwise, which is material in the context of the wider Tangent
Group taken as a whole and has not been Disclosed.
2 Writtle will reserve the right to waive at its absolute
discretion (subject to the requirements of the Takeover Code and
the Panel), in whole or in part, all or any of paragraph 1.2 to
paragraph 1.7 inclusive. Paragraph 1.2 to paragraph 1.7 inclusive
must be satisfied as at, or waived on or before, the 21st day after
the later of the first closing date of the Offer and the date on
which paragraph 1.1 is fulfilled (or in each such case such later
date as the Panel may agree). Writtle shall, however, be under no
obligation to waive or treat as fulfilled any of paragraph 1.2 to
paragraph 1.7 inclusive by a date earlier than the latest date
specified above for its satisfaction notwithstanding that the other
conditions of the Offer may at such earlier date have been
fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of
fulfilment.
3 If Writtle is required by the Panel to make an offer or offers
for Tangent Shares under the provisions of Rule 9 of the Takeover
Code, Writtle may make such alterations to the conditions as are
necessary to comply with the provisions of that rule.
4 The Offer will lapse (unless the Panel otherwise consents) if,
before 1.00 pm on the first closing date of the Offer or the date
when the Offer becomes or is declared unconditional as to
acceptances, whichever is the later, the acquisition by Writtle of
Tangent is either referred to a Phase 2 Inquiry by the Competition
and Markets Authority or results in the European Commission,
pursuant to Council Regulation (EC) 139/2004, initiating
proceedings under article 6(1)(c) or making a referral to the
Financial Conduct Authority under article 9(1). In such
circumstances the Offer will cease to become capable of further
acceptance and accepting Tangent Shareholders and Writtle shall
cease to be bound by acceptances delivered on or before the date on
which the Offer so lapses.
Certain further terms of the Offer
5 The Offer will comply with the applicable rules of the
Takeover Code, AIM Rules and the London Stock Exchange and will be
governed by and construed in accordance with English law. The
English courts will have exclusive jurisdiction for determining any
matter which may arise under or in connection with any such
contract.
6 The Tangent Shares will be acquired free from all liens,
charges, equitable interests, rights of pre-emption and
encumbrances and any other third-party rights of any nature
whatsoever and together with all rights attaching to them,
including, without limitation, voting rights and the right to
receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid, or any other return of capital
(whether by way of reduction of share capital or share premium
account or otherwise) made on or after the date of this
Announcement. Accordingly insofar as a dividend and/or distribution
and/or a return of capital is proposed, declared, made, paid or
payable by Tangent in respect of a Tangent Share on or after the
date of this Announcement, Writtle reserves the right to reduce by
the amount of the dividend and/or distribution and/or return of
capital, the price payable under the Offer in respect of an Tangent
Share except insofar as the Tangent Share is or will be transferred
on a basis which entitles Writtle alone to receive the dividend
and/or distribution and/or return of capital but if that reduction
in price has not been effected, the person to whom the price
payable under the Offer is paid in respect of that Tangent Share,
will be obliged to account to Writtle for the amount of such
dividend and/or distribution and/or return
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Tangent Communications (LSE:TNG)
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