Tangent Communications PLC Withdrawal of recommendation of Bidco Offer (3819Q)
29 Février 2016 - 8:01AM
UK Regulatory
TIDMTNG
RNS Number : 3819Q
Tangent Communications PLC
29 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 THAT
JURISDICTION
29 February 2016
For immediate release
Tangent Communications plc
Statement regarding withdrawal of the recommendation of the
independent directors of Tangent Communications plc of the offer
from Tangent Holdings UK Limited
Following the announcement today of a recommended cash offer for
Tangent Communications plc ("Tangent") by Writtle Holdings Limited
("Writtle") for the entire issued and to be issued share capital of
Tangent (the "Writtle Offer"), the independent directors of Tangent
("Independent Directors") confirm that they have withdrawn their
recommendation of the offer from Tangent Holdings UK Limited (the
"Bidco Offer") and that they intend unanimously to recommend the
Writtle Offer.
The Writtle Offer price of 3.0 pence per share in cash values
Tangent at a premium of 33.33 per cent. to the Bidco Offer price.
In evaluating the Writtle Offer, the Independent Directors have
considered various aspects of the Writtle Offer and consider the
Writtle Offer to provide the most value for Tangent
shareholders.
Further announcements will be made as and when appropriate.
Defined terms used in this announcement have the same meaning as
in the announcement released today of the Writtle Offer.
Enquiries:
Tangent Communications PLC +44(0) 1670
Kevin Cameron 713330
Stockdale Securities Limited
(Rule 3 Adviser to Tangent) +44(0) 20
Tom Griffiths / Edward Thomas 7601 6100
Disclaimer
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.
Disclosure requirements of the Takeover Code
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(s), 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 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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