Takeover Offers
RECOMMENDED MANDATORY INCREASED CASH OFFER
by
TANGENT HOLDINGS UK LIMITED
For
TANGENT COMMUNICATIONS PLC
Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that:
(a) further to the announcement made by Tangent Holdings UK Limited (“Bidco”) that, by means of a formal offer document dated and published on 12 February 2016 (the “Original Offer Document”) and by means of a notice published in the London Gazette on 17 February 2016, it had made a recommended offer (the “Original Offer”) to acquire the entire issued and to be issued ordinary share capital of Tangent Communications PLC (“Tangent”), Bidco now announces that, by means of a revised offer document dated and published on 8 March 2016 (the “Revised Offer Document”) and by means of this notice, it has increased its cash offer to acquire the entire issued and to be issued share capital of Tangent (the “Increased Offer”); and
(b) copies of the Revised Offer Document containing the Increased Offer and the revised Form of Acceptance are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Tangent’s website at www.tangentplc.com and on Bidco’s website at www.paminvestments.com.
Terms defined in the Revised Offer Document have the same meaning in this advertisement.
The Increased Offer
Holders of ordinary shares of 1 penny each (“Tangent Shares”) in the capital of Tangent (“Tangent Shareholders”) who accept the Increased Offer will receive 4.0 pence (the “Increased Offer Price”) in cash for each Tangent Share. The Increased Offer values the entire issued and to be issued share capital of Tangent (assuming exercise and settlement in full of all outstanding options and awards granted under the Tangent Share Schemes with exercise prices at or below the Increased Offer Price) at approximately £11.91 million.
Tangent Shares will be acquired by Bidco under the Increased Offer fully paid with full title guarantee and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights on or after 9 February 2016 attaching or accruing 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 in respect of the share capital of Tangent on or after 9 February 2016.
The full terms and condition of the Increased Offer (including details of how the Increased Offer may be accepted) are set out in the Revised Offer Document and, in relation to Tangent Shares held in certificated form, the revised Form of Acceptance. Tangent Shareholders who accept the Increased Offer may rely only on the Revised Offer Document and, where they hold Tangent Shares in certificated form, the Form of Acceptance for all the terms and condition of the Increased Offer.
The Increased Offer is, by means of this advertisement, extended to all persons to whom the Revised Offer Document may not be despatched, who hold, or who are entitled to have allotted or issued to them, Tangent Shares. Such persons are informed that copies of the Revised Offer Document are available for collection (during normal business hours) from Capita Asset Services (“Capita”), 34 Beckenham Road, Beckenham, Kent BR3 4TU, telephone: 0371 664 0321 or, if calling from outside the UK, +44 0371 664 0321.
The Increased Offer, which has been made by means of the Revised Offer Document and this advertisement, will initially be open for acceptance until 1.00 p.m. (London time) on 22 March 2016 or such later time(s) and/or date(s) as Bidco, subject to the rules of the City Code on Takeovers and Mergers (the “Code”), may decide. Any extensions of the Increased Offer will be publicly announced by 8.00 a.m. (London time) on the business day following the day on which the Increased Offer was due to expire.
Tangent Shareholders who have previously validly accepted the Original Offer will automatically be deemed to have accepted the Increased Offer by virtue of their prior acceptances and therefore need to take no further action.
All Tangent Shareholders who accepted the Original Offer before the date of the Revised Offer Document will receive the Increased Offer Price in respect of their Tangent Shares. If the Increased Offer is declared unconditional, accepting Tangent Shareholders will receive the offer consideration 14 days thereafter or in relation to acceptances received after that date, within 14 days of receipt of the acceptance.
Unless otherwise determined by Bidco and permitted by applicable law and regulation, the Increased Offer is not being made, directly or indirectly, in, into or by use of the mails or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national securities exchange of, nor is it being made in, into or from any Restricted Jurisdiction, if to do so would constitute a violation of the relevant laws of such jurisdiction and the Increased Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within any such jurisdiction.
Accordingly, the Revised Offer Document, the Form of Acceptance and this advertisement are not being and must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed or sent in whole or part, in, into or from a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward, distribute or send them in, into or from any such Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Revised Offer Document, Form of Acceptance or this advertisement to any jurisdictions outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
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 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 Limited or for providing advice in relation to the Increased Offer.
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 Increased 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 Increased Offer.
The directors of Bidco and Portland Asset Management (UK) Limited (“Portland”), Bidco’s parent company, accept responsibility for the information contained in this advertisement. 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 advertisement is in accordance with the facts and does not omit anything likely to affect the import of such information.
11 March 2016